RWBY's Friendly Neighborhood Spider
by Spider-Teen1000
Summary: Transported and wounded, Spider-Man must find a way back to his universe as he lives in the universe he's currently. Lucky for him, a headmaster and four certain girls are willing to help him but also, help him learn to adapt to their universe. Rated T for language. (Updated Ch. 2, at the end of the chapter)
1. Prologue: A Hero's End

_**Hey guys. Nice to 'see' you again. Obviously, I can't see you and I'm just typing this and you're reading this but…AHH whatever! It's been a while since I'm writing new fanfics and chapters to others. it's been almost a year I think. I apologize. I haven't been in the groove of making chapters anymore, however, I haven't quit Fanfiction YET. Eventually, there will be a time where I will this hobby of mine and resort myself to other things. But for now, and I think you'll like this to anyone who likes the popular and widely known web series called RWBY, I will be making yet another crossover fanfic. It's called: RWBY's Friendly Neighborhood Spider. Obviously, it's a crossover between Spider-Man and RWBY. I had this idea in my head and decided to make it on the release day of RWBY Volume 2 as celebration for Rooster Teeth/Monty Oum's successful series and the release of the second volume. This chapter was fairly short but this is just the prologue. Anyway, let's get straight to it!**_

_**Disclaimer:**__** I do not own Spider-Man or RWBY or any other characters. Marvel owns Spider-Man and Monty Oum owns RWBY.**_

**Prologue**

The city of Vale was a city that was filled with enjoyment, delight, and full of diversty but also had an abundant amount of illegal activity. Crime, of any type, took place frequently at any place and at anytime; wild creatures called the Grimm killed hunters and huntresses alike; rumors of a orange-haired man called Roman Torchwick were heard; and more. Of course, the city was also, undoubtedly, filled with happiness, depending on the people themselves. There were many things to do and much to see.

But Vale was also known for a group called the White Fang. The radical political faunus organization that wished for all faunus and humans together, to co-exist and peacefully, especially non-violently, protest in what they believe was right, at least that _was_ their way of doing things. They became furious, tired of humankind seeing them as unequals, as their way before did nothing to help their cause. After all the non-violent protesting, they were still discriminated and ignored by humans. As a result, the White Fang ended up doing illegal activity. They became the complete opposite. Violence was their way. Anyone who discriminated them, in other words, saw them as trash, filth, unequals, will suffer for their actions. Almost everyday, they took action and start committing illegal activities. When people turn on their TV, they would hear from the Vale News Network, or VNN, about the attacks, robberies, and murders committed by the infamous organization. Their crimes and what they can do struck the city with fear. And to this day, the city of Vale was no longer a safe place for anyone be in. Everyone knew this. Spider-Man knew this as he laid on the ground, fatally wounded in battle, looking at the city of Vale in flames.

He saw Roman Torchwick approach him with some White Fang soldiers behind him, all of them grinning. But another figure was with him. Spider-Man's vision was slightly blurred due to the pain from his wound. But it wasn't difficult to discover his identity as four mechanical arms extended out from his back, hinting his identity.

"R-Roman…O-Octopus…" Spider-Man stuttered, having the trouble of speaking as his wound was preventing him from speaking clearly. Both Roman and Doc Ock looked down with an easily noticeable evil grin.

"I've waited for this day and it finally came to reality! Let me kill him!" Roman demanded.

"All in good time Roman, you'll get your chance after I give a few words to our dying hero." Doc Ock replied. He moved closer to Spider-Man with the help of his mechanical arms while Roman took a few steps back. "Ahh, arachnid. It's so nice to see you once again." He paused, expecting the webslinger to crack a joke. But the pain he's going through hindered him from speaking at all. All Spider-Man could do was stare at Octopus. "No jokes? Good, then we can make this quick. You've been a thorn at my side ever since we've encountered. I wanted to kill you ever since. Gone from existence. But now ever since I got this much power given to me by the White Fang and my other allies, you've became only a minor problem in our plans. So all you fought for, all you did to save the people you care about, all of the things you did to stop us, all of it, in the end, was for nothing. You and your four female allies accomplished nothing. This city will into our hands. And there's nothing you can do about it." Doc Ock backed away from Spider-Man and turned his head toward Roman. "Torchwick, finish him." Roman grinned. He aimed at Spider-Man's chest with his cane. The cane wasn't just for fashion. It was also a gun. Spider-Man slowly turned his head toward Roman. He tried to lift his arm up to shoot webbing at him, but to no avail, he failed. Roman pulled the trigger. Spider-Man's lifeless arm fell back to the ground. His head fell on it's side. And there was no heartbeat to be heard of. Spider-Man was truly dead. Doc Ock and Roman Torchwick walked away along with the White Fang soldiers accompanying them, leaving Spider-Man's body to rot.

_**So that was the prologue. Spider-Man just died…yeah…I never thought I'd do this… But anyway, all of you should know that the prologue is taking place in the future. If you don't, well…IDK. I hoped you all enjoyed. If you did, make sure to review, favorite, and follow this story. That would be great appreciated. This is Spider-Teen1000, signing off with another story!**_


	2. Don't Think We're In Kansas Anymore

_**Hey guys, Spider-Teen1000 here with the "1st" chapter of RWBY's Friendly Neighborhood Spider. I sorta rushed it since this was way overdue, but since school started and I have to prep for the ACT because I'm a junior, it's been nothing but difficult to upload these chapters. Oh well… Looking at the reviews from the prologue, I have to thank each and everyone of you for the good responses on this story. I really do appreciate it. Thanks homies! :) Anyway, onto the "1st" chapter, where everything started. (and you guys already know the disclaimer from the prologue)**_

**Chapter 1: Don't Think We're In Kansas Anymore**

It was summer in Manhattan. That meant hot days with the sun out, shining brightly upon the city. Mostly people will be out doing their summer activities or were still stuck in the office. Some families were gone for vacation, getting away from all of the stress in their lives and joy themselves together. Women would be walking on the streets of Manhattan, sometimes with friends, with handbags filled with clothes and cosmetics. Men would come together and celebrate at bars or at their friend's backyard cooking up steak and drinking beer, if said men were those kind of men. Summer also meant school was over for a few months or so. Some teens would be outside with their friends doing whatever, some teens would stay in the house twenty-four seven playing video games or watching TV, and some might not do anything at all but sleep.

Unfortunately for Peter Parker, otherwise known as Spider-Man, he had responsibilities he needed to take care of. Peter had to take pictures for the Daily Bugle as he was a freelance photographer taking pictures of New York's menace, himself or his alter ego, Spider-Man. Peter was upset the fact he wasn't getting the respect he deserved but he had to live with it. His dear and beloved Aunt May was someone he needed to give care to because she had recently had a heart attack. Mary Jane's aunt, Anna Watson, was with her at the time she had the heart attack. Anna called Peter's cell and sent the word. When Peter heard about it, he immediately rushed to the hospital. Luckily, she was alive and healthy. Relived but still worried, he didn't leave her side. He was hungry and had to go to the bathroom, but he didn't care. His utmost attention was focused on his Aunt May.

Not only that was his responsibility, his duty as Spider-Man consumed most of the time out of his day. His duty as a hero meant he was always looking out for crime or any potential threats. He had to stop criminals from robbing banks, drug dealing, illegal trade of arms and weaponry, and the list goes on. As a hero, it was very tiring, especially when the crime involved super villains instead of the regular everyday criminal. Almost every week, he was met up with a super villain he had to fight, whether it be the Herman Schultz a.k.a Shocker, or the fattest man in crime; the Kingpin. But he had to live with it. It was the path he chose, to be Spider-Man and fight crime. And it was like that ever since his uncle, Benjamin Parker, died because of Peter's mistakes. After Ben's death, Peter became Spider-Man and followed these words: With Great Power comes with Great Responsibility. Peter had that power and he felt it was his responsibility to save lives and fight crime because he knew he can.

A few weeks ago, Oscorp Industries was robbed of some of their advanced technology. The crime was committed by Electro and Mysterio which was awfully strange for Spider-Man. The two villains weren't exactly the kind of people who would steal tech. Sure, Electro was a electrician before he became a super villain but Spider-Man was sure that he didn't work with any technology such as Oscorp's. And Mysterio was only a magician or as he liked to call himself, the master of the arcane arts, no expert on the state-of-the-art technology. It was very suspicious. This led Spider-Man investigating the crime. But as he investigated, two more robberies took place at Oscorp. Shocker and Kraven caused the first robbery while Sandman and Rhino committed the second robbery. All of them stole power cells. Putting the pieces together, Spider-Man realized these state-of-the-art technology stolen from Oscorp was being used to create something but none of them had the intelligence to create what they were making. They needed a scientist to assist. And that person was Doc Ock, the intelligent criminal mastermind. Spider-Man knew it had to be Octopus. The villains who stole the tech were members of the Sinister Six. It was obvious that their leader or commander-in-chief was Doctor Octopus.

There was the only problem of their location or base of operations. However, it didn't take long. Electro and Shocker committed a recent robbery but in the Midtown Museum this morning. They stole an artifact called the Tablet of Order and Chaos. Spider-Man arrived when they tried to escape in a white van. Being strategic about it, he tailed them back to their base of operations. It took a few minutes for the police to back off and it was no doubt difficult to stay hidden at times, but in the end he discovered their headquarters was an abandoned warehouse near the docks. He waited for the van to enter inside the building to be completely sure. The warehouse garage opened and the van slowly entered inside parked. Spider-Man swung to the warehouse and entered inside by sneaking through the ventilation system. He kept crawling through the vents until he found the room where the villains collaborated on a project. Carefully opening the vent without making a sound, Spider-Man crawled out and into a dark corner of the room where was he was hidden. He observed carefully as the members of the Sinister Six, or Eight since there was eight members, finish their creation. Doctor Octopus inserted the Tablet of Order and Chaos into a slot on the side of what looked to be a circular-shaped gateway. The power of the tablet traveled into the machine. In the center of the invention, a portal was created and increased in size until it filled the empty spots. The portal was light blue and swirled around intensely. The villains were in awe, watching it glow brightly while Doc Ock grinned. Spider-Man, however, was a bit nervous about its result. Waiting a little longer, the portal stopped showing any other effects.

"Is it finished?" asked Rhino

"No, but we are almost finished." replied Doc Ock.

"But the portal is complete! What _else_ do we need?" Kraven said, impatiently.

"Patience Kraven. It won't take long. In fact, the component I need is already here." One of his tentacles extended out and struck at Spider-Man who immediately jumped off the wall to avoid the tentacle thanks to his spider-sense. He landed on the ground, looking at the villains across the room. "Spider-Man." The other members of the Sinister Six, whether it's under a mask or glass helmet, formed an evil grin across their faces once they saw the hero. Spider-Man and the Sinister 'Eight' stood at each side of the room, ready for battle.

"Yeah nice to see all of you, what is all this? A portal? This really gives off a bad vibe. What plan could you possibly make this time?" Spider-Man questioned.

"You'll find out soon once we finally destroy you." Vulture shouted as he already started flight. He dive bombed at Spider-Man who easily backflipped to avoid the attack.

"Yeah sure, look I'm on a time schedule. How about you let me win and we can call it a day? Huh? Please?" The villains took glances at each other, thinking the same thing. They surrounded the webslinger and didn't bother to respond. Spider-Man took that as a 'no' and shrugged.

"Well it was worth a…"

"Eat lightning freak!" Electro shot a bolt of electricity at Spider-Man who rolled out of the radius of the electrical bolt.

"Hey! I wasn't finished talking! So rude." Spider-Man said with arms crossed.

"Well don't worry! You'll have all the time to talk when you're dead!" Shocker shouted. He shot an air blast full of intense vibration at Spider-Man. He jumped over Electro and Shocker, avoiding the air blast. He shot two web lines mid-air, each one sticking onto the back of their heads. Spider-Man pulled the web lines toward each other and crossing vertically, causing Electro's head colliding with Shocker's. While his spider sense alarmed him of Rhino charging right at him, Spider-Man was too distracted and was smashed into a wall. He pushed Rhino off with leg strength, giving himself some space to recover. One of Doc Ock's mechanical arms reached out at Spider-Man who quickly ducked under it. He grabbed onto the mechanical arm as it was returning to its owner. He swung his feet and kicked Doc Ock back. Spider-Man leapt off his mechanical arm and ricochet off Shocker. As he was in mid-air, Sandman extended out his arm and had a grip on him. He started smashing Spider-Man into the ground and the wall until he shot a web line randomly and pulled himself out of Sandman's grip. He stuck onto the nearest wall to recover from the painful attack. Shocker charged up his gauntlets to the max, aimed at Spider-Man. His spider sense alarmed him of the air blast that was shot, however, Spider-Man didn't have time to avoid the blast. It's force knocked him off the wall and on the ground. Spider-Man slowly rose up from the ground. Vulture flew straight at Spider-Man as he shot lasers from his blasters mounted onto his wings. Since he was flying straight, it gave Spider-Man an easier chance to blind him with webbing. Fortunately, the webbing landed on Vulture's face. Spider-Man shot a web line at Vulture. He pulled it down with Vulture following its path, leading to him crashing down on the floor. Suddenly, a mechanical arm grabbed Spider-Man's head and smashed it at the wall behind him. Doc Ock's mechanical arm pulled him out and threw him at the other side of the room. However, that had no effect as Spider-Man shot a web line to the ceiling, now swinging trying to avoid any other attacks. Kraven pulled out his wooden blow dart and inserted in a dart. The dart was wooden as well but the sharp tip of the dart was green. He shot out the dart with deadly accuracy. And with that accuracy, the dart connected to Spider-Man's arm. It stung him. Spider-Man swung over the wall, mounted on it. He was expecting a harmful effect, but to his surprise,it did no effect whatsoever.

'_Uh? Was something suppose to happen? Or did Kraven dun goofed?' _Spider-Man thought. He pulled out the dart from his arm and inspected it. Directing his eyes at the tip, he saw it was clean of any deadly liquid. No chemicals or poisons, just his blood covering it. _'This is odd… Why would Kraven not put any poison or chemicals onto the dart? Unless it's already in me…But I'm completely fine…'_ His spider sense alarmed him of danger. He turned to his right and saw a giant fist formed out of sand, punching him off the wall. He ended up on the ground, slowly getting up from Sandman's assault.

"Ow…nothing like pain to wake you up in the morning…" Spider-Man joked. He looked around. His enemies were surrounding him at all sides.

He knew he couldn't beat the Sinister 'Eight' all by himself. They were too much to handle. He already had enough trouble dealing with one of them. He thought of separating them but there was no other place to fight them one at a time. He figured the villains had upgraded themselves to make sure he couldn't spot any weaknesses. Obviously, they did a good job at doing that so that plan was thrown out of the window. Spider-Man only had one plan that could work. It was to fight them with allies by his side, but that required…well…allies. With no way of contacting with any of his friends or allies, the plan couldn't work at all. He couldn't think of any other ideas on the spot, the pain that was surging through him stopped him from thinking at all. The short battle seemed to take its toll and there was no way of continuing the fight. He glanced over to his left and realized the machine was right by him. An idea popped into his head once he saw the invention. While he couldn't end the fight, he could end the life span of the invention Doc Ock created. It seemed to have importance to his enemies and he could stop their villainous plot. Whatever its purpose was, he had to destroy it into metallic garbage.

Spider-Man stood up, glaring at the villains. They glared back as they watched his next move. The wall-crawler created a fist. Using all of his strength, all of the might within him, he started destroying the machine into bits and pieces. He ripped out wires and power cores and throwing them at random places. Sparks were flying and sounds of fading power were heard. It did bring pain to Spider-Man's hand as he wasn't the strongest of heroes and obviously wasn't invincible, but he did his very best to resist it. Shocked was the villains' reaction toward Spider-Man's destructive idea, especially Doc Ock. He was worried. That invention was the thing that had most significance in his master plan.

Enraged, he exclaimed, "YOU FOOLS! DON'T JUST STAND THERE! STOP HIM!" Only Electro immediately followed his command since he was loyal to the mad scientist. The rest of the villains ran, or for Vulture's case, flew, at Spider-Man. Electro held out his hands charged with electricity, pointed at Spider-Man.

"Don't worry Doc, I got this!"

"NO! MAXWELL! STOP!" Doc Ock tried to stop him, but it was too late. Electro already shot a powerful bolt of electricity. Spider-Man didn't need his spider sense to warn him of the bolt coming his way. He shot a web line and swung to the nearest wall. The bolt ended up damaging the machine more than Spider-Man could before the villains reached him. But more importantly, the bolt of electricity ended up destroying the fragile Tablet of Order and Chaos into chunks. The pieces of the tablet vanished into thin air like it turned into dust and became nothing more than that.

'_Odd, where did that go?'_ he looked down at the villains who were more worried about the portal gateway itself. _'Looks like they didn't even realize the broken pieces of the tablet went off and disappeared…WHOA!' _

A bolt of blue lightning almost struck the webslinger, however it wasn't from Electro. He was too busy standing back worried. Spider-Man observed the portal gateway and realized that what he did made it unstable. The blue swirling portal grew bigger until it overwhelmed the metallic gateway and sucked in the bits and pieces. Not only it sucked in the parts to the gateway, it started to add more force into pulling everything in the room inside it, even Spider-Man and the Sinister 'Eight'. Doc Ock had his mechanical arms dig into the concrete wall and grab onto it. Most of the villains such as Shocker and Vulture had nothing to grab onto and flew straight into the portal, even Rhino was pulled into the blue spinning vortex. Spider-Man was forced off the wall but saved himself by shooting a web line onto the wall he previously mounted on. Neither Spider-Man nor Doc Ock, the creator of the cyclone, knew where it took any of them. They could have died from the possibly death swirling portal. But both the hero and the villain tried not to fear the worst for the members of Sinister 'Eight'.

The light blue vortex grew slightly bigger, adding more force everytime it did. Spider-Man was about to lose his grip on the web line. Doc Ock had a similar problem as the webslinger's. The portal grew bigger again. They were struggling to keep onto the wall as that was the only thing left to hold onto. The sound of the blue swirling portal sounded like they were going sixty miles per hour, imagining the wind pulling them into the direction it was headed. Both the hero and villain were very close to losing their grip. Slowly, their hold onto the wall was slipping as their strength was fading at the same rate. Then, both Spider-Man and Doc Ock lost their grips. They screamed in fear as they were in sucked into the _death_ cyclone. As they were being pulled further into the portal, they felt a sudden pain at the back of their heads. They lost consciousness due to the stinging pain as the portal on the outside was closed right after Spider-Man and Doc Ock forcefully entered inside.

Ruby can easily get bored to a point where she once fell asleep in class. Being a girl who liked to be out in the battlefield with her beloved weapon, in other words a girl in search for excitement, things like this could happen. As of now, she and the her team, RWBY, which consisted of Weiss Schnee, Blake Belladonna, and her step-sister Yang Xiao Long, were in Professor Port's class, along with other teams such as their friends, JNPR. As usual, Prof. Port talked about his so called amazing adventures, however no one in his class really seemed to care as his stories never really gave any significance. From almost getting killed by a Grimm creature to traveling many miles to find an artifact, there never seemed to be an end to his tales. Prof. Port's stories can sometimes take up the entire class. To some students, they might call this an extra study hall if they procrastinated on their assignments for other classes. Students, like Ruby, tried to stay up but end up falling asleep. Weiss and Nora was one of those students. Blake and students like her such as Ren and Pyrrha, actually paid attention and was wide awake to hear the story, but that doesn't mean they were interested in it. And finally, there were the students like Yang and Jaune who stared off somewhere else, thinking about other things, day-dreaming. All they could hear was the faint sound of Prof. Port talking as their thoughts overtook their mind and hearing of reality.

All of this happened for the entire class time until…

"BRRRRRIIIIIIINNNNNGGGG!" The school bell alarmed, waking up the sleepers, snapping the day-dreamers back to reality, and having the procrastinators' attention. The bell also stopped Port from continuing his adventurous tales.

"Oh, it seemed that I got a bit carried away once again. I apologize. Read chapters 10 to 11 for your homework assignment. We will be discussing about those chapters tomorrow so I suggest you read them instead of skipping your homework." Port said, eyeballing one of his students, Cardin Winchester. "You may be dismissed." He concluded, walking his chalkboard, erasing the agenda he had planned for class today. Students grabbed their belongings, exited out of their assigned seats, and out the door. Some of the students came out with a groggy face, Ruby and Weiss being one of them. Luckily, that was the last class they had for today. Teams RWBY and JNPR walked back together to their respective rooms to change out of their school uniform and into their usual attire.

Both teams came out of their room conveniently at the same time. Before leaving their room, Team RWBY wanted to go out in the city of Vale for the rest of the day. They thought of asking team JNPR but the last time the both of them went, Jaune and Ren had to carry most of Weiss's shopping bags which wasn't so fun for them obviously. But they decided to ask anyway.

"Hey guys, you wanna go out to the city with us? Just to hang?" Ruby asked. She could see Jaune and Ren's faces were full of hesitation, remembering the pain from carrying Weiss's shopping bags. After what happened, Jaune and Ren agreed on not going with them. Jaune was about to reply back.

"That sounds fun. I'm sure the rest of my team wouldn't mind." But Pyrrha answered for them. Nora nodded, agreeing with Pyrrha.

"Wait! Don't we have to study for a big test tomorrow?" Jaune asked. That wasn't entirely true. They do have a test tomorrow, however, it was an open note test, meaning they could use their notes to assist them if they did write down notes. So, they didn't have to study since all of them actually wrote down notes. And all of them knew that.

"Jaune, you don't have to go if you don't want to, you too Ren." Blake replied.

"No, it's fine. Just please don't make us carry anymore of shopping bags. I can still feel the pain from last time." Jaune begged.

"Don't worry, you don't have to…" Yang said. Jaune and Ren sighed in relief and smiled. "…for now…" Yang concluded her sentence with a tone that sent a chill down Jaune's spine. Ren was completely unaffected while Jaune shivered, replaying her words with the same tone.

The two teams walked together down the hall and to an airship outside but with some of their belongings before they left. Belongings meaning their weapons in case of emergencies, some lien, and their scrolls for entry into and exit out of Beacon. As they walked, Ruby went through their plan in her own thoughts. Their plan was to go purchase some dust and ammunition for their weapons since Weiss's Myrtenaster required dust for the weapon's special effects to happen and Ruby's Crescent Rose, Yang's Ember Celica, and Ren's StormFlower required ammunition, each weapon having specific types of bullets. After that, they wanted to go see that new movie called Teenage Mutant Ninja Turtles that was recently released to theaters. Finally at the end of the day, they head back to Beacon and prepare for tomorrow. They hoped nothing got in the way of their fun time out in Vale and their schedule went on as planned. Ruby glanced at her friends and sister. She smiled, knowing that they're right by her side.

All Spider-Man first saw as his eyelids slowly open up to the world, was the clear blue skies. He was lying on the ground. Expecting hard and rough concrete, he was met with soft green grass. Spider-Man rose from his prone position to sitting. He turned his head to many different directions, examining the area around him. In front of him was giant building that resembled a castle, however, seeing many people in similar outfits enter and exit the big structure, he assumed it wasn't a castle, but a giant school that had students required to wear uniforms. The building was jaw-dropping, beautiful. He couldn't describe how tremendously wonderful the castle-like structure looked as there was just too much to describe and he was at a loss for words. All he could say in his mind was…

'_Whoa…'_ Spider-Man thought. Everything else around it was healthy-looking trees with bright green leaves on its thin and thick branches, lampposts, and concrete paths around and into the marvelous structure. He turned to what was behind him and to his surprise, there was nothing there. All he could see was clear blue skies. He rubbed his eyes to make sure he wasn't hallucinating. However, it was very real. What made it even more strange was when Spider-Man stood up and walked toward the sky, he stopped and was introduced to a forest below. Realizing what was happening, he discovered that this structure was on a floating island. A FLOATING ISLAND. Things were getting weirder and weirder for the webslinger. He was still in awe that someone could make this giant beautiful building. So Spider-Man did what he desired, he went off and explored the floating island. However, it didn't last very long. Suddenly, he felt strange, light-headed. He started walking slower and his vision was getting blurry. His balance started to fail him as he stumbled onto the ground. He couldn't focus or do anything but lie down there. His lightheadedness caused him to lose consciousness. Before Spider-Man passed out, he heard a voice

It exclaimed, "OH MY GOD!"

_**Well now I know the reason why this took forever, it was 4k words long. I try not to go over my desired limit but I guess I got carried away. At least more to read right? Anyway, same as always, please review on what you think of this story. I would like to see good reviews but also reviews that give constructive criticism so I take your advice and fix what I've created. That would be very much appreciated. Anyway, this is Spider-Teen1000 signing off!**_


	3. Welcome to Beacon Academy

**Chapter 2: Welcome to Beacon Academy**

No longer did he feel the soft green grass again, but something softer, more comfortable than the ground no doubt. But his head was laid on something softer than the rest of his body had. It felt smooth yet fluffy, like a pillow. Spider-Man's eyelids slowly opened, revealing the world around him. The first thing he saw after losing consciousness was a bright light. His vision finally cleared up and it was revealed to be a ceiling light. Looking at his surroundings, the soft surface he lied on was what he guessed, a bed. There were walls painted white surrounding him. He saw a brown desk with medical equipment and papers on it. A cabinet with medical pills, medicines, and more medical equipment was right next to the desk. Next to him was more beds but all of them were empty. In fact, no one was in the room but only him. Spider-Man came to the conclusion and assumed this was a nurse's office, a school nurse's office to be more specific.

He didn't feel sick to his stomach or lightheaded anymore. Spider-Man guessed it was Kraven's dart that caused him to go into his previous unconscious state. He assumed it was probably some type of poison. Luckily, it was curable obviously, otherwise, he wouldn't be here right now. Speaking of his current location, Spider-Man wondered who had brought him here in the first place. The question repeated itself over and over again in Peter's mind. He was curious. He knew the person who found him was someone female. Before he lost consciousness, he heard a young feminine voice yelling: _'OH MY GOD!'_. Whoever she was, he wanted to find her and thank her for bringing him here to be cured of the poison that previously flowed through his veins. In fact, he wanted to go find her himself now. But the nurse would probably be upset that his or her patient just left unexpectedly. Spider-Man thought this through and decided to wait until someone entered inside the room.

As he waited, lying down on the bed, looking up at the ceiling, he couldn't stop thinking about the portal Doctor Octopus made. There had to be a good purpose for creating that. He had theories to the creation of the blue swirling portal that might possibly killed the Sinister 'Eight'. The first theory was it was to travel to other universes and collect what they could from there. It made sense because they could get powerful weaponry, equipment, or probably an entire army made from the people that inhabited that universe. The more resources, the better. A bit similar to the first theory, his second theory was to ally the people inhabiting the universe and make them workers or soldiers of mass destruction to use in taking over cities, destroy anyone that stood in their way, take out all of the superheroes, the possibilities were endless for the use of an army. His third, most sensible, and final theory as to the creation of the invention was to be rid of him, to put him somewhere far away or dead. Doc Ock said he needed one more component for the portal, and that was Spider-Man, probably to throw him into the portal. And if they did get him out of the picture, they'd be almost unstoppable. They'd be free to do whatever they desire. Cause destruction wherever they may go, steal whatever they wanted, kill whoever opposed them, and Spider-Man wouldn't be there to stop them. If that was so, then mission half-accomplished. They were rid of Spider-Man, for now. If they were in this place too, then he could stop them. But not by himself, recalling after the events of the last time the hero and villains waged in battle. Even if he did manage to defeat one or two of the members of the Sinister 'Eight', he wouldn't have the energy to face the rest. How could he stop them if it was only him? Where were they hiding? And bringing up a new problem, how was he going to get back home to his family and friends?

Before he passed out due to the poison, he examined the area. Just taking a little glance at the building he was probably currently in as of now, he knew he wasn't at home anymore. The building looked more futuristic than the Triskelion. Granted, the technology here was probably more advanced than the tech in his universe. But nevertheless, the structure was beyond his universe could create. But that's the thing, his universe wasn't able to create this, so it was obvious that he's ended up in a different place which meant his Aunt May, his friends, and New York was vulnerable of crime. Spider-Man was the hero who took care of the more minor crimes than the major life threatening crime, those were the responsibility of the Avengers or heroes who had a similar status. With him gone, it will be difficult for New York to care of the rise in crime rate and will endanger the city. More importantly to Peter, his Aunt May was alone in the house with almost no one to take care of her. She could barely even walk with her weak legs that occasionally fail her. If something happened to her with him gone in a different universe, he would never forgive himself. Guilt, sadness, despair would always stay by his side if anything terrible happened to Aunt May. His frustration grew, his desire to go home grew, his worried state grew everytime he thought of home. He wanted nothing more than to go home. But how could he do that? He was smart, but that doesn't mean he had the knowledge to create a portal back home. Because of that, there seemed to be no way of Peter going back home anytime soon. He groaned. If he was stuck here, then he decided that he'll just have to adapt to this universe until he found a way home. Peter knew he can get home, he was sure of it.

Spider-Man heard footsteps, getting louder and louder as the person got closer to the door. He stared at the door, waiting for the person to come in. The footsteps stopped and the door handle twisted. The door opened and came in a middle-aged man with gray hair and brown eyes. He had small shaded glasses on his face. He wore a green scarf around his neck that had a small cross logo on it. He wore an unbuttoned black suit, revealing his black vest. He also wore long black pants. For his shoes, he wore a black smart shoes. In his two hands, he held a mug and a cane. Spider-Man figured the cane had no purpose, seeing the man was walking perfectly fine. The man noticed that Spider-Man was awake from his unconscious state.

"It seems that our guest is wake." He said.

"Yes I am." Spider-Man replied. "What happened?" His knowledge of the story was small and he was curious to know more after he passed out.

"You were passed out on the ground. Some of my students found you lying there unconscious. We didn't know what caused this to happen until we inspected your blood. Apparently, our nurse discovered that you were injected with some type of rare poison." The gray-haired man said as he walked toward the chair near the desk, sitting down on it. Spider-Man, under his mask, gave an unsurprised look, knowing it had to be poison Kraven injected that caused him to pass out. However, he was concerned that they inspected his spider blood. It bothered him, people knowing about his powers, assuming the gray-haired man was aware of that. "But as you see, we cured you of that. You are lucky. If none of my students found you, well you probably know the rest. Do you mind telling how you gotten yourself poisoned?" He questioned. The room was silent. No words came out of Spider-Man's mouth. Not even a little sound. He wasn't sure if he should answer that. The gray haired man inspected his blood which made him uncomfortable. But he did also save his life. So if he was going to use his blood for his own selfish advantage or whatever use, why would he save him? It wasn't clear that he was trustworthy, but he earned some trust from Spider-Man and that was enough for him to reply to the gray haired man's question.

"I was fighting against my enemies, six of them at the same time to be specific, when one of them shot a poison dart at me." Spider-Man explained. "However, I didn't know if there was poison in my body. It didn't take place beforehand. Guess it took some time for it to take effect." The gray haired man formed a interested face when he heard 'enemies'.

His curiosity took over and asked with interest, "Is that so?" Spider-Man nodded as his reply. "Well, I'm glad that you are fine and healthy now, rid of the poison. But before I let you go, do you mind me asking to have you tell me how you ended up on my school?" Spider-Man felt suspicious when he said that. Perhaps he was curious to know the story? Or was it for manipulation over him? It could be possible, however, he had nothing to lose regardless if he answered or not.

Spider-Man had told the gray haired man everything from start to finish. He told him about the technology the Sinister 'Eight' stole. He told him about each and every villain he went up against that day. He told him the invention Otto Octavius created from metal scraps, stolen tech, and the Tablet of Order and Chaos, however, Spider-Man referred it as 'ancient stone tablet'. He had no knowledge of the tablet's existence or what it does other than it powered the invention Doc Ock built. He even told him that he was from a different universe from here. However, his secret identity was still kept secret for safety purposes. Spider-Man was nearing the end of his story. The gray haired man kept a straight focused face as he listened to his story.

"Now, I'm here. That's how I ended up here. I know it sounds ridiculous but that's the truth." Spider-Man concluded. He tried to make it sound believable as possible. However, if someone were to hear 'hey, I'm from another universe', there was no way in any way shape or form will it sound believable but instead, a load of phony. There was silence and only silence. The man didn't speak but only observed him. Spider-Man assumed that he didn't believe. But three words that came out of the gray haired man's mouth surprised him.

He spoke, "I believe you." Silence returned to their conversation. But it lasted for a few minutes so Spider-Man could comprehend. To his dismay, he couldn't.

"What?" He asked, breaking the silence.

"I believe you."

"Are you sure?"

"Yes I am."

"Are you really sure? 'Cause you sound like you're not kidding."

"I'm not. I believe you." Spider-Man wasn't so sure if this man believed him or not. He was flat out confused. It was hard to believe the story Spider-Man had told. He wouldn't believe it either if someone were to come up and tell that same story to him. Due to his confusion, he wanted to know why the gray haired man believed him in the first place.

Spider-Man questioned, "How does that sound believable? I wouldn't believe it myself!" The gray haired man adjusted his glasses before taking a sip of his coffee from his mug. He stood up from his chair and walked back and forth as he explained to him.

"You see, there are many types of people in this world. I know two specific ones." The gray haired man said, directing his eyes at Spider-Man's white mask lens. Spider-Man looked at his eyes as well. "The people who lie to gain whatever they desire. And the ones who tell the truth. You are either a good liar, or you speak the flat out truth. Your average liar would say something that sounds absolutely believable with an attempt to sound truthful. Your words speak the truth. No liar would use that as a excuse if you think about it. And if you were lying, your hands would've started twitching and liars look in a person's eyes more than people who tell the truth. However, I couldn't tell if you were looking at me because of your mask, but your hands weren't twitching. So you are telling the truth." Spider-Man took this into deep thought. Putting that all together, it does identify if someone was telling the truth or not regardless if the story sounded like nonsense or not. Spider-Man gave the gray haired man props. He was smart and wise without a doubt and Spider-Man respected that. The gray haired man sat back down on in his seat and looked at Spider-Man.

"Now, I assume you need help and a place to stay while you're stuck here. I know that only you cannot hopefully defeat your eight adversaries so you might need some assistance. And I'm willing to give you a place to stay here at my school." He said.

'_Does this guy have telepathy powers? I swear this is Professor Xavier's counterpart.'_ Peter thought. He nodded. He did need assistance in defeating the Sinister 'Eight', even though he was fond of working solo like he has been all his life as Spider-Man. As much as he might or might not like it, depending on his partners in crime the gray haired man was going to assign to him, he had to deal with what he got in order to end this and find a way home. And while he stayed here, he needed a place to live. A cardboard box down a dirty alleyway with potential drug dealers and hobos wouldn't do and wasn't something he'd actually accept as a temporary home. Thankfully, the man was willing to give a room to him. Since this was a school like the gray haired man mentioned, he probably had to live in the dorms near the school which he was thankful for thanks to the gray haired man.

"Really? You'd do that?" Spider-Man asked. The gray haired man nodded as he took another sip of his coffee. "Wow…I don't know what to say…"

"It's no problem at all. I just hope my students are ready for what is to come." The gray haired man said.

"Wait, my partners in crime are students?" Spider-Man inquired.

"Yes, they are huntsmen or huntresses-in-training. Since you are not from here, allow me to explain. Huntsmen and huntresses are warriors whose goal is to uphold the peace in the world and stop the dark forces." The gray haired man explained.

"Basically heroes?" Spider-Man asked.

"Yes, for example, you are a huntsmen. You stop crime, protect the innocent, and defeat the nefarious villains. Correct?" The gray haired man asked. Peter nodded. "Good, 'cause I think it's time we show you to your room and your teammates." He stood up from his chair and walked toward the door. He looked at Spider-Man. "Come on now." The webslinger stood from his nurse bed and stretched a bit before he followed the gray haired man and exited the nurse's office.

As he walked with the gray haired man side by side, he asked, "What's your name?"

With no hesitation, he replied, "Professor Ozpin, headmaster of Beacon Academy."

"Spider-Man, hero of New York."

"It's nice to meet you Spider-Man. But, I'd like to know your real name." Ozpin said. Spider-Man looked around for anyone. There was no one.

"You promise not to tell anyone?" Spider-Man questioned.

"I promise. Your secret is safe with me." Ozpin replied. Spider-Man's head reached for his mask. He gripped on his mask and took it off. It revealed a person no less than seventeen years old with hazel eyes and brown messed up hair. "My name is Peter Parker, also known as Spider-Man."

"Well, it's nice to meet you Mr. Parker." Ozpin stuck out his hand.

"Likewise Professor Ozpin." Peter shook it, forming a new acquaintanceship.

_**This was a bit shorter and I hope it stays that way. Not too long but not too small. Average sized chapter in my opinion of course. And this was actually uploaded a few days after the first (second if you count the prologue the first) chapter! So that's great. Anyway, same deal here. I hope you have enjoyed reading the second chapter or third if you count the prologue as the first chapter. If you have, please leave a review. Doesn't matter if it's good or not. I want to hear from you guys and see constructive criticism so I can improve on this fanfic. Also, if you like to keep up with this story like some people keep up with the Kardashians, then favorite and follow this story but it is up to you if you want. But anyway guys, I'll see you all in the next chapter. this is Spider-Teen1000 signing off! **_


	4. A New Hero in Town

**Chapter 3: A New Hero in Town**

Room 339, the room where Spider-Man would be staying at for a long period of time. He opened the door and entered inside. He scanned the room. It was big, bigger than Peter's room back at home at least. He felt a hint of homesickness just thinking about that. He forgot about that for now as he was too busy looking around. There were four red covered beds side by side, sitting a few feet away from each other. Spider-Man raised an eyebrow up, confused. He assumed the room was made for four people, thus explaining the four beds. The walls were vanilla white and the floor was pitch black with a circular carpet in the middle. Between the middle two beds, there was a red curtain that covered the window. There was a closet on the right side of the room. Spider-Man reckoned there was nothing in there. Ozpin said no one owned this room so there shouldn't be any personal belongings lying around. On the left side of the room, there was a drawer that had a school uniform that no one probably used. Ozpin said there was a spare uniform in every room if anyone lost a piece of clothing or the entire uniform. Spider-Man looked back to his right and spotted a door that was near the closet. He walked inside there, opening the door. Of course, the bathroom had what a typical bathroom had: a toilet, a sink with a mirror and a drawer under, and a shower. On top of the toilet, there were at least three perfectly folded white towels stacked on top each other. He exited out of the bathroom, closing the door the way out. He scanned the room once more. There wasn't much else as he pointed out most of what was in here. With just one person living in here, it was quite spacious, indeed. He couldn't imagine if there was four people with their belongings living the same exact room. It would be absolutely cramped. Of course, he was directed to his room by Ozpin, the man that he met with in the nurse's office not too long ago. A few minutes ago at least. However, Ozpin didn't have the chance to introduce Spider-Man to his new teammates. Someone needed Ozpin's assistance. Overhearing the conversation between the two, there seemed to be a mishap about a student and his weapon. From the sound of it, it didn't sound too well. He apologized to Spider-Man for leaving unexpectedly. Spider-Man understood the situation and had Ozpin go.

Before he left, he said his new teammates lived in Room 335. Luckily for Spider-Man, it wasn't too far. In fact, it was just in the middle of the hall. Only a fifteen second travel at the very least. He smiled, seeing there wasn't any difficulty of finding his teammates' dorm room. Before Spider-Man even entered his room, Ozpin pointed out he's the fifth member of the team. Usually, every team consisted of four students. However, if such a thing happened, a fifth member will be placed by the headmaster, which was Ozpin himself. It was rare to have that occurrence. This was only for students who haven't found a partner yet or other rare problems. For example, if someone was a new exchange student or a new student who had been assigned to the school during a semester, the student will be assigned to a team as a fifth member. But again, it wasn't very common to have that occur. But it was better to have more members in a team because that team would have strength in numbers, but it does depend on the team's teamwork and each student's skills. Ozpin went to full detail about it on the way and Spider-Man actually found it quite interesting.

Before he left his room, he changed out of his slightly torn up red and blue costume. He wanted to make a good first impression when meeting his new teammates. He walked toward the drawer and opened the top drawer, revealing the school uniform, of course, for males. He changed into the clothes and slipped on the uniform's shoes. He looked at himself. Peter wasn't much a fan of uniforms but he didn't loathe them. But at least he looked better than wearing his torn up Spider-Man costume. His hair was messy from wearing his mask for too long. It was an easy fix though. He went to the bathroom and fixed his hair with water. Peter didn't have a original hairstyle nor did he even have one. His hair was always slightly brushed down but that was it. It was exceptional though and that's all that mattered. He exited out of his room, closing the door on the way out and of course, locking it with the key given from the headmaster of Beacon. He walked down the hallway until he reached his destination, Room 335. Facing the wooden door in front of him, he knocked on the door and waited for an answer. There was no answer. He knocked again, ending up with the same result last time.

'_Huh, they're probably not home. Oh well…'_ Peter thought. _'I might as well take a nap while I wait. I am tired after that fight with Sinister Six. Or in this case, Eight.'_ He followed his own exact directions. His travel was nothing but short back to his room. He twisted the knob of the entrance to his room and the door opened. When he was inside, he headed straight for the nearest bed. He laid himself down in a comfortable position onto the bed's soft surface and rested his head on the soft pillow. He closed his eyes, slowly falling asleep. After a few minutes, his body was motionless. He was asleep.

Octavius, otherwise known as Doctor Octopus, felt nothing but a rough and cold surface. It was like sleeping on metallic bed. A breeze of cold air blew on him, making him shiver a bit. It felt like he was back in cold prison cells. Where every criminal and super villain was put when a hero like that annoying cursed arachnid, Spider-Man, took them down and subdued them. He remembered the horrible food the prison served them for breakfast, lunch, and dinner. He almost gagged a bit every time he took a bite of the absolutely abhorring goop they call food. Everyday he'd wake up to that food, and in the middle of the day of hard labor the food would be introduced to him once again, and when it was close to night the food would be right there, waiting for him. He remembered prison was undoubtedly dull and boring. There wasn't much to do there other than hard forceful labor. Lifting weights wasn't exactly Octavius's 'strong' point _**(HA! So punny!)**_. That was more for obviously, the muscular prisoners. He wasn't much of a talkative person either. Before he became Doctor Octopus and was still working as a scientist at Oscorp, his shyness and nervousness caused him to be almost a social outcast. His shyness and nervousness drastically diminished once he became the villain he was today, but he doesn't like to talk that much, a silent type, he'd rather stay with his inventions and experiments.

He started to wonder about his minions, minions meaning the members of the Sinister Six. Doc Ock, who was undoubtedly the leader of the super villain group, only saw them as minions. He respected them without a doubt. They did so many things for him. Without them, he couldn't have created that portal they assisted him with. Without them, Spider-Man would've already put him back in prison back now. But they were only minions, helpers. Not part of any family whatsoever. There's been a mutual bond between the villains but nothing more than co-workers who don't know much about each other. But he was concerned about them since not only him and Spider-Man but also the members of the Sinister Six were sucked into the portal as well. Are they dead? Is Spider-Man dead from the poison Kraven injected into him? Is he, himself, dead? If he and any of them are dead, then where are they right now? There were questions told but none of them to be answered, leaving Doc Ock clueless.

Doc Ock felt something on his legs. It had a nice grip on it and it felt like a hand. It was dragging him somewhere. Octavius would do something, but at the moment, he was currently weak, still trying to recover from the fight with Spider-Man and his travel through the portal. He heard footsteps and more people getting dragged on the ground. Could those other people be his minions or teammates? His eyes were still closed so he couldn't tell. Only his hearing aided him. He heard men talking.

One of them spoke, "Hey come on, let's hurry up! The boss wants these guys inside pronto!"

Octavius heard other voice, "Calm down. Cinder just wants us to get them inside. There's no rush. Besides, why is she concerned about these freaks?" Otto wanted to growl in annoyance, but the travel also made talking or making a sound painful. It wasn't too severe, but it hurt.

The first voice Otto heard spoke again, "Look at them. I mean, this guy has four mechanical arms and this guy is enormous! He makes all of us look like ants! Why else do you think Cinder concerned? The more firepower, the better!"

"True, now that I think about it."

"Yeah, think it long and hard with that stupid ass brain of yours."

"Let's just get these guys inside. And call the others, we're gonna need help for this big fella." He and the other people being dragged on the ground were being brought somewhere. Wherever this place was, Octavius hoped for the best to happen. The last thing he wanted was being thrown back in prison. However, hearing the men's conversation, it doesn't sound like their destination was prison. He started to feel lightheaded again. Within a few minutes, he was unconscious.

Teams RWBY and JNPR were back in their respective dorms. They were planning to go out together in Vale. However, two things made a change of plans. One, with Ruby discovering the man unconscious near the edge of the school ground, they had to report the incident to Ozpin and Ms. Glynda Goodwitch since they were witnesses and had to tell to the authorities. That took up an hour of their time, even though each of them didn't have much information on how the man fell into his unconscious state. After that, they were about to leave to Vale. Unfortunately, there were more things to make matters worse. The clouds in the sky turned gray and formed into one giant gray cloud. From it, it dropped tiny drops of water and struck down lightning with its loud thundering thunder. In other words, it started raining. They did check the weather before they left. The forecast said there was only a twenty percent chance of rain. Like there was some bad luck charm casted on them, that twenty percent happened. Since they didn't want to be soaked in water, especially Yang who loved her blonde hair to be in 'perfect' condition, they rescheduled their hangout tomorrow.

As of now in the Team RWBY dorm, Ruby stared up at the ceiling in boredom with her hands crossed under her head. Yang joined her in her stare off with the ceiling. Both of them would sigh in boredom every so often. One of them even yawned. Weiss was on her scroll, browsing on the internet. She was looking for clothing and cosmetics to purchase. And of course, more dust for her rapier, Myrtenaster. Weiss would get annoyed by Ruby and Yang sighing and groaning from time to time. However, she wasn't the only one. Blake was on her bed with her legs crossed, busy reading one of her romance novels she kept in her heart so dearly. With the two Rose sisters moaning and groaning, it was an annoyance to her. Unlike Weiss, she kept her temper. Weiss, however, would tell the two to be quiet rudely. This made Blake more annoyed. It was already bad with Ruby and Yang sighing in boredom. But with Weiss complaining mixed into it. It was a nightmare. However, something eased everyone of their anger, annoyance, and boredom.

Someone knocked on the door.

Yang yelled, "It's open!" The man who was knocking on the door came in. It was Professor Ozpin. As usual, he has a cane in his hands but no mug was visible.

"Professor Ozpin? What are you doing here?" Ruby asked.

"Pardon me for barging in here. I just wanted to know if you have already met your new teammate?" Ozpin inquired. All of Team RWBY was formed surprised and confused faces, something Ozpin expected if they hadn't already known.

"New teammate? Since when we were getting one?" Weiss asked.

"Today Ms. Schnee, however, he's an unofficial student. He still has to take a test, proving his skills if he wishes to become an official student of Beacon. But the faculty and I had to assign him on a team immediately if he does successfully passes the test. But if he fails to complete the task, he'll be sent back home and won't be attending Beacon. With that out of the way, I'd like to inform you that your new teammate is a transfer student from Atlas. He just recently moved to Vale due to some problems he had at Crown Academy." Ozpin explained.

"Our new teammate is a guy?" Yang questioned. All of them had a surprised look on their face when they heard Ozpin say 'him' and 'he'.

"Yes your teammate is most definitely a male. Does that bother you Ms. Xiao Long?" Ozpin inquired. Yang nervously shook her head, hoping to please and not anger the headmaster.

The girls were eager to meet her, happy that a new member was joining Team RWBY. But knowing that their new teammate was a male, made them more keen to meet him. Ruby was really excited to see him and his weapon of choice. Ruby was a girl who loved to see weapons and use them. She believed that weapons were a part of each and every hunter. So of course, she'd be interested in different variations of weapons and tech.

Blake asked, "When can we meet him?"

"As a matter of fact, you can meet your teammate now. His room just left of your room, across the hall. Since every room has a limit of four people living in it and seeing the little space you girls have, he gets his own room."

"Then what are we waiting for? Let's give our new teammate a welcome!" Ruby beamed. The rest of the girls nodded, agreeing with her.

"If that's what you want, then allow me to escort you to your teammate's room." Ozpin said. He started walking with RWBY following him from behind. All of them were either smiling or making a grin, hoping to make a good first impression to their new teammate. It was only at least a fifteen second walk to Room 339 which was left of Team RWBY's dorm. Discovering the travel was short between their room and their teammate's room, it'll be a lot easier to communicate with each other. They were standing in front of their new member's door. Ozpin created a loose fist. He lifted it up and knocked on the door. There was no answer. He knocked on the door again, hoping for an answer. There was none.

He knocked again but this time, he said, "Mr. Parker? Mr. Parker?" Same as last time, there was, sadly, no answer. "It seems like Mr. Parker is not in his room at the moment." Team RWBY frowned. "Maybe next time when he comes back." Ozpin walked away, down the hallway. Team RWBY looked at him walk until he disappeared around the corner. They looked back at Mr. Parker's door.

"I wonder when he'll be back?" Ruby wondered.

"Who knows? Anyway, let's just head back to our room." Blake responded. Team RWBY walked back to their room, all of them wondering where has their new teammate gone to.

**Ten Minutes Eariler…**

Peter couldn't fall asleep. He closed his eyes but he didn't feel tired. He tried counting sheep in his mind as he tried to fall asleep. But alas, he didn't drift into his desiring slumber. He was too troubled by knowing the Sinister Six/'Eight' was out there still acting as major threat, if they were here. Ignoring it wasn't an option for Peter. If he ever choose to ignore a crime that could potentially injure or kill an innocent life, that would be disobeying his oath he made to Uncle Ben after he died. He changed out of his black school uniform and into his Spider-Man costume. Before he passed out from Kraven's poison, he remembered he saw a city from the distance. It wasn't too far, however, it'd be difficult for Peter to web sling all the way there and he didn't want to alarm any of the students. It wasn't everyday someone saw a man swinging around like Tarzan. Even if he got out of Beacon undetected, it'd be a pain to just travel over there and back. But it wasn't for an aircraft… There was an airship that would always wait there for people who so chose to travel down to the unknown city. Peter had an idea. If he could sneak out of Beacon by sticking onto the bottom of the airship without alarming students, he would be golden. He did exactly that. It took at least thirty minutes for the airship to journey to the city down below. But he had arrived. As of now, Spider-Man was standing on the edge of the tallest building he could find with rain drops dropping onto his head. The building, from looking down at the sign below him, was called the Schnee Dust Company.

'_Well there's apparently a company that specializes on dust particles. But I'm not the one to judge.'_ Peter thought. He leaned his body forward and looked down. Cars were driving on the road as their horns resonated throughout the city. Large amounts of people were walking on the sidewalks and across the streets, some of them conversing about many topics. It reminded him of his city, Manhattan, New York. Homesickness returned to him as he remembered swinging through the city looking out for crimes, the criminals and super villains he had to fight, the school that he attended, his friends that always supported him, and his Aunt May who always cared for Peter like he's her son. Peter never had the thought of never returning back home. The pain he already feeling was enough to handle. Just the thought of it almost made Peter burst into tears. But he knew soon he'll find a way back home. For now, he was stuck in a place that was a mystery to him and he had to deal with it.

Spider-Man walked back from the edge of the building to get a running start. Once he was far enough, he ran as fast as he could and leapt off the building. He dived straight down, feeling the nice cool breeze hitting against his face. He shot a web line at the nearest building when he was about to hit the ground, saving himself. From there, he was web slinging through the city as people below saw them surprised. He loved to do that every single time he was on top of a colossal tower. It felt nice and heart racing, even though he did that over hundreds of times. He never got tired of that. His web slinging was slow at first but then he started to speed up. He went faster and faster until he reached his limit.

He cried, "WOO HOO!" Spider-Man twirled and spun in the air graciously every time he let go of his web line. He saw a water tower on a roof. There were little openings and Spider-Man couldn't help himself but go through them with the help of agile and flexible body. He went through them with ease, no trouble at all. He started his web slinging travels again. It was heart racing and nonetheless, fun.

An alarm went off. It was very loud and noisy. It was the signs of trouble. A concerned Spider-Man directed his attention to that and changed course of his web slinging path over where the alarm was coming from. He landed on the building overlooking all the other small ones. One of those small buildings was where the alarm came from. It was a store called _Dust Done Right_.

'_Ok, there's a company about dust and a store or stores selling dust. I feel like dust isn't what I think it is.'_ Peter thought. He heard the door open. His attention turned to the door and he saw armed men coming out of the front door. They looked like the average bank robbers. They had black ski mask to conceal their faces. It only showed their eyes and mouth. All of them had the same attire. They wore a brown jacket with a black undershirt. They wore black jeans. On their feet, they wore black boots. In their black fingerless gloved hands, they held assault rifles. One of them had a bag in their hands. Spider-Man assumed it had nothing but money as it seemed money was always the importance for thugs. There was a car outside waiting for them by the front door. They got in and drove off. The owner of the store, who strangely had ears and tail of a wolf, ran out and saw them driving off.

He yelled with frustration, "Somebody stop them! They took all of my money and dust!" Unfortunately for the owner, the police wasn't here yet. Being his responsibility as a hero, Spider-Man shot a web line and chased them the robbers down.

The car was fast, faster than the police cruisers that were trying pursue them. But Spider-Man was faster. He threw his body forward every time he let go of the web line to gain speed. The police came at every corner the robbers turned to. But to the police's dismay, the thugs always found a opening they could go through to outrun the cops. There was another police cruiser driving faster to ram into the thugs. One of the robbers stuck their body out of the window and pulled out a grenade launcher. He took aim and fired out a grenade shell. The shell came into contact with the front of the police cruiser and the car blew up in a fiery explosion, turning the car into nothing but bits and pieces. These thugs were something more the average crook. They were prepared for this heist. They knew what was going to come at them and they had the supplies to get away with the robbery. However, they weren't prepared for Spider-Man who landed on trunk of the car. The thugs turned around and clearly saw the red and blue hero.

"What the fuck?!" The driver cursed as he looked at his rear mirror. "Shoot that freak!" He ordered and the thugs followed his command. All of them, excluding the driver, blindly fired at Spider-Man. He quickly crawled onto the roof of the car before any of the bullets hit him. Spider-Man crawled down to the left back door. The thug who sat next the door opened it to hopefully knock Spider-Man off. But it was utterly ineffective. The only thing it did for him was for Spider-Man to shoot a web line at a lamppost and connect the other end of the web line onto the thug's shoulder. It immediately pulled the thug out of the car. He was now hanging from the web line with police officers aiming their guns at him. Spider-Man climbed back up to the roof of the car. The driver was aware of this. He tried to shake Spider-Man off by swerving the car every time he turned around the corner. But it was unsuccessful. Spider-Man had an idea as he easily kept his balance on top of the car. If he could possibly shoot webbing at the wheels, that would force the car to stop since the webbing would stop the wheels from turning. He looked at the wheels of the car. It seemed like the car used a rear wheel drive, meaning the car used only the rear wheels to help itself move. Spider-Man crawled down to the two rear wheels. He shot as much webbing as he could until the car started to slow down gradually. Spider-Man shot a web line at a building and watched the plan effectively worked its magic.

"Hey Ned! Why are we stopping?" One of the thugs inquired.

"I don't know! The car won't drive! It's like its stopping itself!" Ned said. The car stopped fully. The thugs exited the car and they tried to run. But as soon as they got out of the car, the police were already there. Police officers got out of their cars, aiming their guns at the outnumbered thugs.

"Freeze! Put your hands where I can see them!" One of the officers ordered. Having no choice, the thugs surrendered to the law. Four police officers with cuffs ran up to them and put the cuffs of their wrists. As they did that, a piece of paper floated down and landed on top of the police chief's hood of his car. He was aware of the note and picked it up with his right index finger and thumb. The note read: _Courtesy of Your Friendly Neighborhood Spider-Man._

"Spider-Man? What?" The police chief whispered to himself. Something at the corner of his eye caught his attention, making him wide-eyed and his jaw drop. He turned around and saw a red and blue man swinging off, away from the scene of the crime. He kept watching him swing graciously until he disappeared, swinging around the corner. The police chief turned his attention back to the crime scene, remembering what the thugs committed.

"Search the car for the dust and lien!" The police chief ordered. All of police officers under his command searched the car of anything worth of value and of course, what the thugs stolen.

Ozpin was in his clockwork office with his coffee he would make first thing in the morning. Espresso, just the way he liked it. It would immediately wake him up in the morning with its thick taste and caffeine. He walked toward his desk. He sat down in his chair, moving around a bit searching for a comfortable position. On his desk was a newspaper that would always be there when he arrived in his office. He grabbed the newspaper and opened it up, reading through articles while taking sips of his hot coffee. He liked reading newspapers. It would always bring something interesting to read about in the world of Remnant, from Vale to Vacuo and from Haven to Atlas, giving knowledge about the world today. However, one article surprised him a bit. The title of the article was: _Spider-Man?_ Reading through it carefully, sometimes reading parts again to be precise, he hummed in interest.

"Peter Parker, so this is what you're capable of. I'm going to have to converse with him later." Ozpin said to himself.

_**End of Chapter 3. So I feel like some characters in this story are a bit OOC. If you feel something is off, please do tell me so I can revise the chapter. Now, some people were asking me when I'm going to update my other stories, mainly Spider and Vampire, a Spider-Man and Rosario + Vampire Crossover. I will update them when I have the chance, but my focus as of now is on this story. If it bothers some of you, I apologize but you'll just have to be patient like everybody else, eager to read the next chapters of my other stories. Anyway, now onto my usual spiel, if any of you guys enjoy reading this story, please leave a review. Constructive criticism is very much appreciated. Also, if you want to know when new chapters are uploaded, click the follow button. Anyway guys, I'm gonna head off. This is Spider-Teen1000 signing off!**_


	5. The Initiation Part 1

**Chapter 4: The Initiation Part 1**

At times, Peter would regret going out until midnight to stop thugs committing crimes. These were one of those days. He was exhausted. There were bags under his eyes and his eyes were barely open. He yawned frequently. When he woke up, it was already noon. He had trouble getting out of bed, having a mental battle with himself to get up. When he finally got up, he made his way to the bathroom. On the way, he almost tripped and fell due to his lack of alertness but he regained his balance. He kept fighting with himself to stay awake. His desire to fall asleep was getting stronger. He didn't care where he slept, all that mattered was sleep. Luckily, he remembered it was Saturday which meant no school, even though he didn't have his schedule yet and he didn't even attend one class. Because of the wonderful and untroubled day called Saturday, he stopped trying to fight his crave and decided to sleep in for the day. He hopped back into bed, quickly covered his body with the bed sheets, closed his eyes with a smile on his face, and fell asleep. There would be no one to bother him and he could peacefully sleep the entire day if he wanted to. His grin grew bigger as he slept.

Then, something ruined his slumber. Peter heard a knock at his door. His grin turned into a frown. It was soft quiet knock but it was enough to irritate Peter. He decided to ignore it and try to sleep, hoping whoever was at the door would go away. But a knock was heard again. He was starting to get irritated more and more as the knocking continued. The disgruntled Peter was about to get up and answer the door. But the knocking stopped for a few seconds. Peter expected a knock but rather someone's voice.

"Mr. Parker?" Peter recognized that voice.

"Professor Ozpin? Is that you?" He asked.

"Yes it's me. Am I bothering you at the moment?" Ozpin questioned. Peter sighed. He couldn't say yes. It was rude to the person who gave him a place to stay while away from home. He was better than that. Peter walked up to the door and opened it, showing Ozpin and his tired self.

"No, you're not. You can come in if you like." Peter replied. He gestured his two open hands, pointing inside his room.

"No it's quite alright. I'll keep this brief since you don't look so well yourself." Ozpin said. Peter nodded, agreeing with him. "I told you that I assigned you to a team and a place to stay correct?" Peter nodded again. "Well there's a school policy that you must be aware of. All students have to take a initiation test that will require their combat skills to prove themselves if they are capable of joining Beacon Academy. You are an unofficial student. I think you know what that means. If you pass, you were able to join a team that I will choose for you. But should you fail, you will not be able to join a team. Luckily for you, I will accept having you stay here until you find a way back to your universe if you don't succeed or refuse to take the initiation test, however, the consequences are that you'll not have any assistance from anyone to help you in your battles against your enemies. I know it sounds preposterous but I can't just lend you my students. You must understand." Peter wasn't happy about it. Not one bit. During his brief speech, he was wide-eyed, shocked. He was thinking in his mind, wanting to refuse to take the test. Peter understood Ozpin couldn't lend his students to him because of certain reasons unknown that he didn't want to know but respected. But the fact it sounded ridiculous and was ridiculous made Peter upset. However, he couldn't refuse. He had to take the initiation test. It was the only way he could get assistance in fighting against the Sinister Six/'Eight'. He reminded himself that he needed the help even though he didn't like it since he preferred the solo act over joining a team. He wanted to fight the Sinister 'Eight' now before they do anything life-threatening but he knew he couldn't stop them on his own. It was difficult enough to fight against one or two of them. But fighting against eight of his villains was out of his league. Not even Captain America or Iron Man could take them on their own. If he didn't take the initiation test, he'd regret it later on. Besides, Captain America, or Steve Rogers, said Peter needed to learn how to work together with a team. This was his chance to learn that. A sigh escaped through his lips after thinking it through his mind over and over again. His tired and grumpy self tried to create the largest grin he possibly could that scared Ozpin a bit.

"Alright, I'll take that initiation test." said an exhausted Peter.

"I'm glad that you will. You will take the test within three hours from now. Be ready and get some sleep. I'm pretty sure your crime-fighting spree last night exhausted you of energy." Peter's eyes widened.

"How did you know…"

"The newspaper tells you wondrous and interesting things such as a mysterious man named Spider-Man swinging through Vale, stopping every crime he came across." Ozpin explained. Peter mentally gave himself a big slap to the face and a face palm. "I'll see you three hours from now. Good luck Peter."

"See ya later Ozpin." Peter replied back, ending the conversation between the two. Ozpin walked away while Peter walked back into his room, closing the door on the way in. Before he 'hit the hay', he set an alarm to his iPod he almost forget about. Last night, he felt something in his Spider-Man costume after he stopped his last crime for the day. He shoved his hand where the object was, hoping it wasn't what he thought it was. He grabbed it and pulled it out. Surprisingly, it was his iPod that still had some battery life, forty percent left to be specific. He smiled that it still had some use but it was only for a limited time. It was better than nothing. After Peter set his alarm and placed his iPod under his pillow, he hopped back into bed, covered his body with the bed sheets, and fell asleep.

**Last Night…**

Octavius started to regain consciousness. He expected to feel a chilly breeze and a cold floor like prison. Instead, he felt something slightly different. There was a warm breeze but the floor was cold enough to give him a chill. It felt like he was in his lab again or some kind of laboratory. Underneath his googles, his eyes slowly opened. He turned his body over, laying on his back. Right after he turned over, he heard a feminine voice.

"So, it seems that our guests are awake. Well…at least one of them." The woman said. Her voice sounded calming mixing in with a overpowering tone. Octavius' eyes opened all the way. He examined the area around him. On the floor, next to him were his unconscious or presumably dead teammates. Electro was still producing electricity around his body, meaning he was most definitely unconscious. Sandman's body wasn't a sand pile but in a form of a human wearing his usual green striped long sleeved shirt with his brown pants. Rhino, or Alexander O' Hirn, was still inside his R.H.I.N.O. armor. It doesn't seem to be moving so Octavius couldn't tell if Alex was alive. Vulture was unconsciously inhaling and exhaling. Obviously, he was still alive. Most of Octavius's allies weren't dead but unconscious. He assumed that the rest of his allies were alive too.

He looked at the young woman in front of him. She looked to be the age of at least seventeen, twenty at most. Her eyes was a mix of bright orange and yellow. Her hair was black. She had a very interesting choice of clothing. She wore an off-the-shoulders dark red mini dress with yellow designs tracing the top of the dress and down to her sleeves and wrists. She wore gold earrings with a black diamond hanging from it. She also wore dark red glass high-heeled shoes and an anklet wrapping around her right leg. Her shoes reminded Octavius of Cinderella's. The young woman walked towards him. She stood there with her eyes examining him and his allies who were currently unconscious.

"So you're the four mechanical armed man I've heard from my men." She said. "You look like a scientist, am I right?" Octavius nodded in response. "Hmm, you give me interest along with your…friends…" She looked at him and his allies again as she said that. The young black haired woman took two paces back before she continued talking, "You." She pointed at Octavius. "Rise." She commanded. Octavius followed as she instructed with no hesitation. With a commanding tone like that and an army of strange-looking soldiers ready at her command, she may possess quite a lot of power so Doc Ock decided to stay on her good side while it may last.

"What is your name?" The young woman asked.

"Doctor Octopus, leader of the Sinister Six." He responded. She leaned over to her left and looked at his mechanical arms that were dragged on the floor.

"That does explain your mechanical arms. If I may ask, what is this Sinister Six?" She questioned.

"The Sinister Six is a group of super villains that joined together with a goal same as each other, the destruction of _Spider-Man_." Doc Ock said in a cold tone, saying 'Spider-Man' disgustedly.

"Spider-Man? That new hero Vale is ranting about?" The young woman inquired. Under his goggles, Octavius's eyes widened surprised.

"How do you know Spider-Man?" He asked.

"He's a new hero, introducing himself to the public a few hours ago. Everyone in Vale is talking about him." She responded.

"Take me to him! I wish to have revenge on that annoying little pest and end his worthless life!" Doc Ock shouted. Knowing Spider-Man was alive and here in the same universe as Octavius, he could end his life without him expecting it. The young woman didn't flinch nor did she react to his anger towards Spider-Man. She was silent while Doc Ock was slowly calming down.

She replied to him after a few minutes, "Doctor, I'd like to have an….agreement with you."

"What is it?" He asked.

"Become my minion." She unambiguously said. Octavius formed a puzzled face. "If you and your allies here assist me in missions that require your aid, I'll see Spider-Man hunted down and exterminated like the insect he is just for you. If not, then…I have other ways of making you join. Remember this Doctor, when I command you to do my bidding, you obey it. You do not want me to get angry. Choose wisely Doctor Octopus." Octavius was never a man to follow orders from someone, he was a leader. He hated following orders. Following orders made him feel like a slave, a lowly minion. He was more than a minion and many people knew it. The last time he actually followed a command, it was by the strict command of Norman Osborn, the CEO and founder of Oscorp. It was awful heeding that man's every single command. When something wasn't done right, Norman Osborn, or someone of a higher rank, would punish him for his wrong doings. He didn't want to feel like that again. However, if he didn't follow this woman's orders, it was most likely Spider-Man would be left alone and the torture from her would begin. He thought in his mind, what was more important? Reputation? Or the death of Spider-Man?

Octavius made his decision, responding back, "Where do I sign up Miss…?"

"Cinder. Cinder Fall." Cinder said, smiling.

**Present Day, Current Time**

_ENNG ENNG ENNG_ was all Peter heard when he woke up by his alarm. He shoved his hand under his pillow and grabbed his iPod. He activated it and turned off the alarm. He never liked the sound of his alarm but he liked the effectiveness to say the least so he never changed it. He got himself out of bed to prepare himself for what was about to come thirty minutes from now. He fixed his messy hair by pouring water over his head and fixed it when it dampened. He opened his closet to wear an outfit for today, only to find his school uniform and his Spider-Man costume. Currently, he was wearing the clothes hidden under the Spider-Man costume, the clothes he wore before he ended up in this universe. It was a regular blue v-neck shirt and black jeans. He didn't want to the school uniform since it was the same uniform he'll wear for the classes he was assigned for and accepted in taking to learn about the world of…Remnant? Peter wasn't one hundred percent about the name but it wasn't important as of now. Obviously he wouldn't go to initiation wearing his Spider-Man costume. He had no choice but to continue wearing the outfit he wore currently. As a precaution, he brought along his web shooters for emergencies. He'd only use them if absolutely necessary.

He grabbed his key to his room and stored it in his pocket. He opened the door and walked out, closing the door on the way out and locking it with the key. His destination was a place called Beacon Hill, a hill behind the school and a forest called the Emerald Forest. He headed over there to find Ozpin and a middle aged woman right by his side along with four other girls. Three of them seemed to be the same age as Peter, seventeen years old. He assumed the girl was fifteen, only two years younger than him.

Everything about the fifteen year old girl's outfit was two colors, red and black. Her hair was black but it had streaks of red and it lengthened down only to her neck. She had a pale complexion and silver eyes. She wore a black blouse with a black skirt with red trimmings. She also wore a red cloak that was connected together with her blouse with crossed shaped pins. She wore black stockings covering her legs and black boots traced with red. Around her waist was a black belt that held ammunition clips and a sliver rose logo. There was a red object strapped to her back. Peter wasn't sure what it was but he wasn't that all curious to know. This young girl reminded him of Little Red Riding Hood which he chuckled at in his mind. She was probably one of the most cutest things he'd ever seen.

Next to Little Red Riding Hood, there stood a seventeen year old girl who had white ponytailed hair and light blue sparkling eyes. It was difficult to spot but there was a faint scar under her left eye. Her complexion was pale. Her outfit was most made out of the color white with some hints of red and light blue. She wore a light blue bolero jacket over a lighter colored dress. On the back of the jacket, there showed a snowflake logo. She also wore white high-heeled boots. Her skirt was similar to Little Red Riding Hood's but there was the color differentiation. The white-haired girl had a ribbon wrapped around her waist with a small white bag at the back of her dress, just above her skirt. She wore a silver necklace hanging from her neck and wore tiny earrings. In her right hand, she held a very interesting rapier. She seemed as tall as the fifteen year girl if it weren't for her high-heeled boots. Peter decided to dub her as Snow White.

Next to Snow White, a black-haired seventeen year old girl that had a big and cute black bow on top of her head. Her eyes were amber. Peter noticed some faint purple eyeshadow, it was difficult to see but he sharpened his vision to discover it. She owned a pale complexion. She wore a black scarf wrapped around her neck. She wore a black vest with a white sleeveless undershirt. She also wore a stockings that start black at the top but nearing down to her black boots, the stockings gradually turned purple. Strapped onto her back, a cleaver inside its sheath was spotted. This girl reminded Peter of a ninja but without its mask. Coming from Peter's imaginative mind, she was dubbed Shadow Ninja.

The fourth girl standing next to Shadow Ninja, she had a long curly blonde hair and sparkling lilac eyes. She has a pale complexion. Her outfit mainly focused on the two colors yellow and brown but there was one hint of orange. The blonde wore an orange scarf around her neck. She also wore a brown vest with a yellow undershirt. She had yellow mechanical gauntlets on her wrists and black fingerless gloves. She wore black shorts with a brown belt around her waist loosely. At the back of her waist, she wore an asymmetrical white skirt. She wore brown leather boots with long orange socks. Peter noticed there was a light blue bandana wrapped wrapped around her right leg. Her gauntlets seemed to be her weapon of choice seeing each girl were armed with a unique weapon that interested Peter. Her bright long blonde hair that reached down to her waist gave Peter two names which he was currently debating on which name should he dub her. In the end, Peter dubbed her as Goldilocks. His other choice was Rapunzel.

Right next to Ozpin, a middle aged woman who had short light blonde hair with a curl hanging down in front of her face. She wore glasses over her bright green eyes. She also had a pale complexion. Her outfit was strange but formal simultaneously. She wore a white long puffy sleeved shirt for her upper body. Her lower body wore a business skirt with golden buttons that lined up vertically. Her dark brown stockings almost blended in with her business skirt. She wore black boots and a torn up cape that was black on the outside but purple on the inside. She seemed to be the same age as Ozpin. She was the only woman that didn't own a weapon that Peter could see. The middle aged woman saw Peter arrive to Beacon Hill but never changed her serious expression which scared him a little.

Ozpin walked up to Peter as Peter did the same. The two men shook their hands as their sign of greetings.

"Hello Mr. Parker. Did you get a good hours sleep?" Ozpin asked. Peter nodded in response. "Good. Then I assume you are ready for your initiation?"

"Yes I am Ozpin. Uh, just a quick question. Why are these women here? I thought you'd be the only one here to watch my initiation?" Peter asked curiously, pointing at the five girls that stood there. Goldilocks waved at him. He waved back nervously. Ozpin walked over to the middle aged woman with Peter following.

"This here, is Professor Goodwitch. She is my assistant, good friend, and advisor." Ozpin said. Peter smiled as he stuck out his hand.

Professor Goodwitch shook his hand as she said, "Greetings Mr. Parker."

"Likewise Professor Goodwitch." Peter responded back.

"Mr. Parker, would you please stand on that pad over there?" Ozpin pointed over to the pad in the ground that had a logo. Peter assumed it was the school's logo. He did as he was instructed. His two feet stood on the pad. Ozpin continued, "Before we begin the initiation, I would like to address some details. This initiation will prove your combat skills as I mentioned a few hours ago. Professor Goodwitch and I will be watching your performance as you travel through the Emerald Forest to find a relic in an abandoned temple, waiting for you to pick up and return back to Beacon Hill with it in your possession. While it may sound simple and easy to accomplish, it isn't. In the Emerald Forest, dangerous creatures roam around and they will kill you on sight. You may use anything to your advantage and you can be as destructive as you desire. Be cautious and be quick Mr. Parker, make one mistake and you will die." Peter gulped heavily as he heard that. His heart almost skipped a beat and he paled. "You will enter the forest via the launchpad you are standing on. It will launch you into the forest. Be prepared to have a landing strategy. Now, before we start, are there any questions you would like to address?" Peter glanced over to the four girls who were watching him.

"Landing strategy?" Peter asked.

"Yes, if you ask, there is no parachutes to help you land safely into the forest. I had one student ask me that question and it didn't end so well for him. Do whatever you can to help you land into the forest successfully and safely. Hopefully you can survive the first few minutes of your initiation. Anymore questions?" Ozpin asked.

"Yes, this is the last one. You never answered my question from before. Why are these four girls are here?"

"Don't worry about that Mr. Parker. Their reason for their presence here will be explained once you finish your initiation. As of now, be ready and good luck. You'll need it." Ozpin said. Peter stood in a slightly crouched position, ready to be thrown into the air by the launchpad. His eyes focused onto the forest, preparing himself for what was about to face him in a few short moments if he lands safely into the forest in the distance. He heard the mechanism activate which meant the launchpad was about to launch him into the air. He turned his head towards Ozpin and the five women that stood next to him.

"See ya in a few minutes!" Peter said as he saluted. He felt the launchpad push up a bit. After a few seconds, the launchpad immediately threw him into the air. As the adrenaline traveled through his veins, Peter cried, "YEEEEEHAWWW!" Ozpin, Goodwitch, and the four girls heard his yell, fading away as he flew further into the forest. Ozpin, along with the four girls, couldn't help but grin hearing his yell. Goodwitch kept a straight face.

Goldilocks, folding her arms, said out loud, "I like him already."

"Do you think he'll survive? He doesn't have a weapon that I can see." Little Red Riding Hood asked.

"I'm sure he'll be fine. It's not like anyone has ever died during initiation." Snow White responded.

"True." Shadow Ninja agreed. "But you can never be too confident in your skills. Like Ozpin said, one little mistake and he's dead." The four girls nodded, agreeing with her as they, along with Ozpin and Goodwitch, watched him disappear into the Grimm-filled Emerald Forest.

_**End of Chapter 4. This chapter was a bit short (maybe...), this was more of a filler chapter but that's fine. To be honest, I was a bit rushed. I had this streak of uploading chapters frequently and I didn't want to end too early. Anyways, yes, Team RWBY will be also watching Peter/Spider-Man as he faces the challenges that are about to come. Hopefully, I wasn't too OOC with some of the characters like Cinder and Octavius. By the way, this story will switch on from Spider-Man to Doc Ock, if you haven't already noticed, from time to time. And before you ask, yes, characters from the Marvel Universe will be introduced to the fanfic and assist or fight against Spider-Man and Team RWBY, of course depending on their alignment, in other words, if they are good or bad. Anyways, here's the usual spiel. If you enjoyed reading this chapter and/or see anything wrong with it, please be sure to review. Constructive criticism is accepted and appreciated. If you want to be immediately notified of a new chapter, follow the fanfic. That's all for today folks. This is Spider-Teen1000 signing off!**_


	6. The Initiation Part 2

**Chapter 5: The Initiation Part 2**

Peter flew over everything he saw. He looked down to find the Emerald Forest obviously. There was also vast green grassy fields near the forest as well. And he swore he saw a crow fly by him. He felt the wind hit against his face. His hair was flying back, following the direction the wind was blowing. It was relaxing, it felt nice especially with the mask off. Normally, he would swing around in Manhattan or in this case, Vale, as Spider-Man. There was rarely anytime where he had to web sling without the costume. But nevertheless, it did feel better without the mask. He started descending into the forest. However, to Peter's dismay, he didn't think of a landing strategy yet. He squinted his eyes and saw he was going to collide with a tree branch. But it wasn't a bad thing. Looking at the branch, he had an idea that he hoped it would work. Peter reached out his arms to grab the branch as he descended further into the forest. His hands touched the tree branch. Immediately, he grabbed onto it. Peter swung off it and backflipped in the air. His feet pointed towards the ground. With ease, he landed safely.

"Alright…time to find this abandoned temple. I'm guessing its far from my current location huh?" Peter sighed. "Nothing's ever easy is it?" He muttered. "Might as well get a move on before something jumps out and guts me." He started walking deeper into the forest. As he walked through the grassy ground and tall trees of the Emerald Forest, he noticed that the forest was sparse. It wasn't that all dense. The trees were enormous and tall but they aren't compact. If the Emerald Forest was dense, then little or maybe, no sunlight would be visible. Looking up, he clearly saw the sun up in the sky, shining down its warm rays. His eyes directed towards the tall trees, he looked up at the very top.

'_What if I climb the trees? Maybe I'll get a good look of the temple from there. But I can't crawl up the tree. They're watching me. If they discover I have weird spider powers, who knows what might happen? Better play it safe.'_ Peter thought. He walked up to one of the trees. He grabbed the first branch and pulled himself up with no trouble. The process repeated itself until Peter reached the very top of the tree. Unfortunately, he saw nothing but the trees which he frowned at. However, he did see some open areas where no trees grew. His best bet at finding the abandoned temple with the relic was to search the open areas of the Emerald Forest. There was one nearby. Peter grinned at the sight of it and hopped off the tree from branch to branch until he reached the ground. He turned left where the assumed temple might be.

Peter heard a monstrous growl. It sounded like a bear. His spider sense alerted him of the obvious danger Peter was aware of. He got into a fighting stance. His eyes frantically looked around the area. Ozpin mentioned that there are creatures that reside in the forest. Peter assumed it was one of them. Over to his left, a bush quivered. He focused his eyes onto the bush, waiting for something to jump out. Another bush shook behind him. He glanced where the sound came from. Multiple bushes quivered and shook. He heard multiple snarls of a wolf and a bear. All of them surrounded him. Peter gulped as he prepared himself for the creatures to ambush him. The bushes stopped shaking and the growls stopped growling. It was silent. Peter didn't move one bit, he stood frozen, waiting for the monsters to make their move.

'_Come on, pop out!' _Peter thought. After a few seconds, all the creatures who hid in the bushes revealed themselves. Almost simultaneously, the creatures lunged at Peter to slash him with their sharp claws. But Peter avoided the attack by jumping out of the way, causing the creatures to crash into each other. Peter landed near where the monsters were. He looked at them.

The bear-like creature obviously looked like a bear. However, it had demonic red eyes. They also had boney spikes coming out of their backs and arms. On their face, they wore a boney mask that had red detail all over. Its black fur and its size were the only things he would normally see from a bear. But since it looked more dangerous than a regular average bear, it might possess greater power than a regular one. However, it was only an assumption from Peter.

When Peter had his first look at the bear-like monster, he screamed out, "Oh my god! Yogi! What have they done to you?!" Peter looked at the other type of the creatures. They resembled to lycanthropes, otherwise known as werewolves. Like werewolves, they stood on their hind legs. They had the same colored fur and similar characteristics as the bear-like mammal. They had the boney spikes that went along on their arms and backs. They had the bone-like mask that had red detail all over. And even their demonic red eyes were the same as the bears. However, their claws were sharper and looked deadlier than the bears' claws.

Looking at the werewolf, he said, "I don't think I'm all excited to see you Jacob, especially when you look like that." All of the monsters got back up from their collision. They all looked at Peter who was ready to fight against them. There was a certain number of each creature. There were four bear-like monsters and there were three werewolf-like creatures. All in all, he had nine of these creatures to deal with.

One of the werewolves charged at Peter who did the same. The werewolf lunged at Peter but he jumped over it by a few inches. Its head was over his body. Using the advantage, Peter created a fist and punched straight down at its head. The werewolf was immediately grounded from the hard punch. Peter landed on the ground before grabbing the creature's leg and throwing it at a tree. A bear-like creature appeared behind Peter, ready to slash him with its claws. However, Peter rolled out of the way, dodging the attack. He charged at the bear-like creature and delivered a punch to its cheek.

"The fist-bone connects to the face-bone!" Peter joked. He knocked the creature away from him by landing a roundhouse kick to its stomach. Another werewolf came to attack the 'unarmed' hero. Peter's spider sense alerted him of the creature. He turned his head to see it jump on top of him. However, before it could land on top of Peter, he laid on his back and kicked the werewolf over him, causing the werewolf to collide with a tree.

He looked at the unconscious werewolf as he cracked, "You can't see the moon, but I'm pretty sure you can see stars."

Peter stood up to face against three bear-like monsters and only one more werewolf, however, this werewolf was bigger than the ones Peter recently and easily defeated. It must be the Alpha of the werewolf pack. All four of them rushed at Peter who paled and gulped at the sight. He needed to be quick, quicker than usual. One of the bear-like creatures tried to slash Peter with their claws, but to its dismay, he backflipped away. However, he met up with another demonic bear who tried to bite him with its sharp teeth. But Peter, who dodged the bite, kneed the bear's face. He grabbed its arm and flipped him over. Peter jumped on top of it and repetitively punched the creature until it was unconscious.

"Technically, this doesn't count as animal cruelty." Peter said. His spider sense alerted him of the incoming demonic bear rushing at him. It lunged at him, however, Peter rolled out of the way. He quickly hopped onto the bear's large back while being wary of its spikes that could potentially injure him badly. The bear was aware of him and tried to shake him off but so far, it led to no success but that didn't stop it from trying. Thanks to Peter's ability to stick onto almost any surface, he was able to stick onto the bear's back without having to worry about him falling off. He created a fist with his right hand. He started punching the back of the bear's head until he fell unconscious. Peter leapt off the unconscious bear to face against the last demonic bear who was willing to fight again after witnessing its brothers losing to Peter who didn't own a weapon nor did he plan to.

"They aren't exactly smarter than the average bear huh? Figures." He cracked but also made a point. They didn't seem to learn that quick to know their defeat was inevitable. But it was obviously a good thing. Peter and the last bear charged at each other. The bear was slowing down to prepare for its attack. Peter, on the other hand, didn't stop running. When he got close enough the bear, he dropped down and slid between the bear's hind legs. Peter stopped himself from sliding any farther. He rushed at the bear-like creature. Once at the specific distance from the monster, Peter jumped high into the air and performed multiple aerial front flips. His feet were pointed directly below the bear's head. His body became straight as a stick which made his descent faster. Because of his fast descent, Peter smashed the bear's head with his feet, sending its head into the ground. It fell unconscious and all of the bear-like creatures were defeated. All that remained was the Alpha of the werewolf-like creatures.

The werewolf and Peter stared at each other, waiting for one of them to make the first move. The werewolf growled while Peter balled up his hands into a fist.. His right foot was put behind his left foot. The ball of his left foot pushed down on the ground, ready to charge at the werewolf. After a few seconds, the werewolf grew tired of waiting and rushed at Peter who did the same a millisecond after. He pulled his arm back as he ran. The werewolf opened up his hand. Once they were within reach of each other, simultaneously, Peter threw a punch at the monster as it tried to stab him with its sharp claws. Unfortunately for the werewolf, Peter ducked under the werewolf's claws by a few good inches and his fist landed at the werewolf's chest. The werewolf was flown back at a tree a few feet. The back of his head hit the trunk of the tree. Combined with the pain from Peter's punch and the impact of the werewolf's head hitting the tree, it only had a few seconds to look at Peter before it fell unconscious. Peter stood in front of the unconscious werewolf with his arms folded.

"Ok, honestly I didn't think I was gonna win or even survive without a scratch! I guess today is my lucky day!" Peter exclaimed. He walked away from the group of unconscious creatures, continuing on to the temple he assumed was there. "Now unless something even more dangerous just suddenly appears, I'm gonna go on my merry way to avoid that happening." He continued in the direction the temple was at, hoping for no more surprises.

—

Ozpin, Ms. Goodwitch, and the RWBY girls were surprised by the young Parker's skills. While Ozpin and Goodwitch kept a straight face, RWBY girls almost dropped their jaws. He took out a group of Grimm successfully without a scratch. However, that wasn't the reason of their interest. He'd shown he was abnormally agile probably rivaling Ms. Belladonna and he wielded a great amount of strength, probably able to rival against Ms. Xiao Long's. He also seemed flexible. He was also fast, however, his speed was nowhere near Ms. Rose's. His jokes was something they didn't expect. They were rather annoying and utterly unnecessary, excluding Ruby and Yang who thought he was comical, but Ozpin and Goodwitch put some thought into it. If he faced against an human or faunus who can be easily agitated, Mr. Parker's jokes would annoy the enemy, thus making him or her off balance and reckless. It was smart and unique. They also noticed that Mr. Parker seemed to know when the enemy was about to attack him regardless if he saw them or not. It was as if he had some type of warning system. Since he wasn't from this universe, Ozpin predicted he doesn't have a semblance or any aura of any sort, If so, then it was impossible to Peter for his semblance to be some kind of danger sense. They could list many things more about him through their heads, however, Parker was on the move to the temple. While Team RWBY talked to one another, Ozpin and Goodwitch focused on their job, observing Mr. Parker in his initiation.

Ozpin quickly whispered to himself, "Peter Parker. You are most certainly interesting. I'll have to talk to you later…if you survive." He took a sip from his mug and continued watching the young Parker.

—

After what seemed miles of walking aimlessly, hoping to find the temple, his hopes may have come true. In front of him, there was a destroyed structure, ruins, with pillars surrounding a decorated stone circle in the ground. On one of those small pillars stood a black knight chess piece which Peter furrowed his eyebrow. He mused, looking at the ruin. Was this the abandoned temple he was searching for? It could possibly be the structure, however, there could be others that may be scattered with traps. He previously assumed this temple was filled with deadly traps. However, after walking onto the center of the circle, his guess was false. His spider sense didn't alert him of any type of danger. He smiled when discovering the temple he was searching for. He walked up to the relic that stood on the pillar, waiting for him to pick it up. He reached out and grabbed it, storing in his pocket where he also stored his web shooters. He turned around, facing in the direction of where he came from.

"Alright, easy enough. All I need to do now is just get to Beacon Hill and everything should be se—" Peter's spider sense alerted him of nearby danger. Coming out of the forest, ramming down all the trees in its path, there stood a giant black scorpion right next to him. Peter stood frozen in fear. But his eyes looked at the giant scorpion. It had the same appearance as a regular scorpion, only it was absurdly enormous.

The only two words escaped Peter's lips was, "Oh shit."

_**End of Chapter 5. So this is a short chapter, only 2,000 words but that's exceptional. When I re-read this over and over again, I have mixed feelings about the action scene in this chapter. There are times where I feel Peter was little overpowered than he should be or it was fine. IDK, let me know in the reviews and I'll most certainly fix it due to the fact I was not entirely proud of this chapter, but like I said again, it's okay. Anyway, you guys get the usual spiel. If you like it, review and give constructive criticism, its always appreciated. If you want to know when a chapter goes up, follow this story. Alright, take care guys. This is Spider-Teen1000 signing off!**_


	7. If This Be My Destiny

**Chapter 6: If This Be My Destiny**

—

"Shit! That was close!" Peter exclaimed as he was almost grabbed by the scorpion with its pincers. It was only a few minutes ago since he acquired the relic from the abandoned temple. He ran as fast as he could in order to escape the giant scorpion that was chasing him down. The scorpion was fast, luckily, Peter was a bit faster thanks to his enhanced speed. It was enough to at least get a few feet away from it. There was a low branch in front of his path. He leapt onto the branch jumped onto another one. He hoped the trees would at least slow him down. However, glancing at the scorpion, it showed no sign of slowing down at all which he frowned at.

"Out of all the things that can appear out of nowhere and chase me down, a giant scorpion! Thanks world!" Peter exclaimed sarcastically. He continued hopping from branch to branch of many trees that were obliterated by the scorpion ramming it down. As he attempted to elude the scorpion, he mused about his strategy to defeat this monster or at least get away.

It was obvious he couldn't face the scorpion directly. It would only result in death or serious injury. Besides, physically hurting the monster was unlikely. He wasn't as strong as the Hulk and was only one man who didn't have any absurdly huge weapons but only his fists and web shooters he couldn't use due to his secret identity now Spider-Man was known in Vale. Hiding was also not an option. The scorpion was at least as fast as Peter running on foot. If he web swung using his web shooters, he would get away easily with the scorpion left in the dust. Sadly, his identity was a secret and kept a secret. He was just thankful he had enhanced speed as one of his powers, otherwise, he'd be inside the scorpion's stomach chewed up into pieces by now. So far, all the strategies he quickly created immediately rendered useless to him. However, one of them could possibly work in his favor. As he was flew via launch pad, he saw a canyon with a destroyed stone bridge. The canyon was pretty deep, a height enough to at least get rid of the scorpion. If he could possibly lead the scorpion into the canyon, if it was dumb enough to follow, then he could lead it into its own demise. It was good plan, however, the canyon was a long distance away from where Peter was at. For now, it was a chase through the Emerald Forest and to the canyon.

'_Hopefully I can make it to the canyon without dying.'_ Peter thought only a few seconds before he was almost grabbed by the scorpion.

—

**Several Minutes Ago…**

Observing through a video camera on a small tablet, Ozpin saw Peter reaching the temple, however, he seemed a bit hesitant but it wasn't long until he continued on to acquire the relic.

"Mr. Parker arrived at the temple and obtained the black knight relic." Ozpin announced to everyone in the surrounding area. Ruby and Yang beamed upon hearing that while Weiss and Blake lightly smiled.

"That's great!" Ruby said with enthusiasm. The rest of team RWBY nodded, agreeing with her.

"Now, he needs to do is reach Beacon Cliff then he's an official student and teammate." Yang stated.

"Yes that's correct Ms. Xiao Lon…Oh my…" Goodwitch said with a slight concerned face. Upon hearing that, team RWBY and Ozpin became concerned as well. His attention was directed back to his tablet, seeing what Goodwitch was slightly perturbed about.

"Oh my indeed." Ozpin stated.

"What's wrong?" Blake asked.

"You girls might want to see for yourself." Ozpin passed his tablet over to Blake. Ruby and Yang looked over her shoulders while Weiss was right next to her with her eyes directed at the screen. All of them had widened concerned eyes. On the screen, it showed Parker standing there frozen in fear with a Death Stalker right next to him about to strike.

"A Death Stalker?!" Weiss exclaimed.

"I don't think he's gonna survive this." Blake stated. "It's too much of a challenge."

"Blake, if he can take out five Ursas and four Beowolfs without a scratch, I'm pretty sure he can outrun a Death Stalker. Right?" Yang explained, feeling unsure about her response.

"But it's a Deathstalker. I don't think a lone man like him can easily kill a Death Stalker, let alone a regular huntsman or huntress." Blake responded. "I think his best choice here is to run." As if Parker could hear her, he ran as fast as he could away from the creature. Fortunately, he was smart about his encounter with the creature of the Grimm. Facing the creature head on was a death sentence. The Death Stalker's eyes locked onto the boy and followed at a speed similar to Parker's, ramming down the trees that crossed its path. Parker was slightly faster however the Death Stalker could easily catch up for only a few seconds to grab him with its pincers, but luckily, he jumped forward everytime it attempted to get ahold of him. Parker's and the Death Stalker's speed was so fast that they had to switch cameras set up around the Emerald Forest every a couple of seconds, however, they weren't as fast as Ruby obviously. While Parker was doing his best to avoid the Grimm, Ozpin, Goodwitch, and the RWBY girls knew he couldn't last forever. Like Ozpin said before the start of his initiation, one mistake, regardless if it was a little one, he will die.

"Let's just hope he can survive the onslaught of a Death Stalker." Ozpin said, putting his hand on Ruby's shoulder as she continued to watch the chase.

—

After what seemed like forever, Peter discovered something when he exited out of the forest. The scorpion was getting faster and was on his tail. Peter, only moving his eyes, scanned the area as he ran faster. He saw tall chiseled stone pillars left and right of him going down in vertical rows. In the distance, there was a destroyed stone bridge at the end with rough stone pillars behind it. Behind everything, there stood a large cliff that looked over the horizon. Under the bridge, he assumed there was a large canyon that probably stretched for miles. Peter grinned, finding the canyon he was looking for.

"Alright so far so good. Now, its about how to have Chompy here fall into the canyon. It doesn't seem smart like the creatures I encountered earlier. This should be easy." Peter said, pondering out loud. He felt the ground shake slightly. Glancing back, the scorpion charged at a terrified Peter with great speed. "I stand corrected. This is not gonna be easy!" He exclaimed as he immediately sprinted away, heading towards the destroyed stone bridge. The scorpion, who was now desperate to kill Peter, was catching up every second that passed. Its claws were extended out, trying to reach for Peter who pushed himself to run faster, hoping not to be the scorpion's lunch. He was only a few feet away from the destroyed bridge, however, the scorpion was getting closer. Peter glanced at the scorpion, only looking at its terrifying red glowing eyes. Mixed with fear and motivation, he sped up, getting a few feet away from the scorpion. It was only a matter of seconds that he finally reached his destination. He skidded to slow down, stopping almost at the very edge of the destroyed bridge. The scorpion also started slowing down, halting at the entrance of the bridge.

With both Peter and the scorpion, they were at a standstill. Peter backed up only to almost fall into the canyon below. Looking around, he had nowhere to go. The scorpion waited for Peter to make his move. After a lot of pondering, he had no choice but to fight it. It seemed obvious that the scorpion wasn't going to be moving anytime soon. He desired not to waste anytime waiting for the scorpion to move. He built up his confidence and inhaled and exhaled slowly to be rid of his fear. His hands created into fists and his right leg positioned behind his left leg. The ball of his right foot pressed down on the stone floor and his heel pointed up. His left leg was bent slightly. His eyes focused on his target, the scorpion who had its pincers and stinger at the ready to have battle. After a few seconds, Peter sprinted at the scorpion. Once he was at reach, its pincers struck at him, but he jumped over it. He maneuvered defensively around the scorpion who kept turning around, following his movement. The scorpion sent its glowing stinger at Peter who backflipped and grabbed onto the stinger. The scorpion pulled back its stinger which flung Peter behind it. He released his grip on the stinger, landing on the ground. He maneuvered defensively around the scorpion again.

While it may seem Peter was fooling around with it, it was only to stall the scorpion to think of a strategy. He couldn't physically hurt it with his fists since the scorpion was enormous. His attacks would only feel someone was pinching it, only a little irritating sting. With no weapon that was stronger than his fists, he himself couldn't hurt it. He tried looking for some kind of weak points around the scorpion. Its eyes seemed vulnerable, however, striking at its eyes would not only bring pain, it would also irritate the scorpion, thus getting it infuriated. Its armor doesn't seem penetrable, even with bullets and sharp blades. Peter mused more ideas as he stalled the scorpion. It struck him with his stinger, but to the scorpion's dismay, he backflipped away from it. He glanced at the scorpion's glowing stinger, how sharp it was. An imaginable light bulb appeared, hovering over his head. He may not be able to hurt it himself, but he could use its own stinger to hurt it. The stinger seemed sharp enough to pierce through the boney armor. If he could get ahold of its stinger and keep ahold of it with his super strength, he could forcefully dig it through the armor, thus hurting the scorpion.

Peter stopped circling around the scorpion and met at a standoff again. He waited for the scorpion to strike. It quickly reached out to grab Peter with its pincers. He jumped high into the air and landed on top of one of the scorpion's pincers, its right pincer to be exact. The scorpion sent its yellow glowing stinger at him who took a hold of it. He made a tight grip onto it and had his feet firm onto the scorpion's pincer. Peter leapt onto the scorpion's armor. He pushed the stinger through the armor, piercing it which made the scorpion screech in pain. The more Peter dug it in the scorpion's body, the more blood he saw come out of the wound. His goal wasn't to kill it but to injure it enough for it to fall unconscious. However, if it had to kill it out of self defense, he was willing to. The scorpion's stinger was halfway into its body. It screeched louder in pain as it dug further in. Peter gripped onto the stinger tighter and pushed it further in once more. The scorpion screamed in pain, but after a several seconds, the harsh sound of the scorpion started fading away. It legs fell on the ground and its glowing red eyes started glowing a darker red. Its pincers fell on the ground and its stinger tried to fall onto the ground but Peter still had it in his hand. He loosened his grip on it and let it slip out of his hand. Looking down at the scorpion's wound, a sense of guilt coursed through Peter.

'_I hope I didn't kill it.'_ He thought. He hopped off the scorpion and circle around the scorpion, looking for any signs of movement. Nothing was moving but it was breathing which gave relief to Peter.

He puffed, "I…am never….going to do that….AGAIN!" He walked away from the unconscious scorpion and headed his way back to Beacon Cliff to finish his initiation.

—

Witnessing the fight between Parker and the Death Stalker, the RWBY girls were stunned. Ozpin and Glynda were stunned but more so impressed. He defeated a Death Stalker on his own with no assistance whatsoever which was a great accomplishment. At first, when Parker engaged in battle with the Death Stalker, the RWBY girls thought he was insane and suicidal. Ozpin and Goodwitch thought similarly but they also thought he was a man who took risks. But when Parker used the Death Stalker's own stinger as a weapon, it was smart which the RWBY girls smiled upon. The two professors thought a bit differently. Looking back at the fight as if they recorded with their minds, they discovered Parker was not only strong, abnormally agile, fast, and extremely alert of his surroundings, he was also a strategist in battle, a person was skilled in planning a good strategy to achieve victory in battle. They became even more interested in Parker's skills, it almost seemed he was as trained as a huntsmen. Ozpin was definitely going to talk to him about his abilities.

—

Peter made it. He finished his initiation…kinda. It was a difficult task where he had to fight against creatures unknown to him like the giant scorpion, but he accomplished his goal…kinda. Now, he was standing right next to a set of stairs leading up to the stage, waiting for his name to be called up for his initiation. To actually finish his initiation, after surviving the creatures within the Emerald Forest and obtaining the relic, he has to be assigned to a team and become an official student of Beacon Academy. He looked around to see other students and some professors attending to see him become a student which Peter smirked at.

'_I am sure the students are only here because of Ozpin. Gotta follow the professor's orders.'_ Peter thought. He looked around the big assembly room. _'Kinda feels like I'm graduating from high school…'_ He felt a good feeling in his body and couldn't help but smile, knowing he accomplished something great.

"Would Peter Parker come up to the stage?" Ozpin announced through the mic. Peter did as he was told to. He walked up the stairs and onto the middle of the stage where he faced a bunch of students giving him looks. Some were strange and some were pleasant. Ozpin continued, "Peter Parker. You obtained the black knight relic. From this day forward for the next four years so as long you're attending Beacon Academy, you'll be joining team RWBY as a five person team. Congratulations Mr. Parker." Ozpin congratulated with a smile formed across his face. Peter smiled and the crowd applauded to his surprise. Some students were actually happy for Parker while some were slow clapping in the background, but it doesn't matter. All that mattered was he became an official student of Beacon. He didn't know why he was happy about it. It shouldn't really be cared about since Peter's main goal was to stop the Sinister Eight, but he just shrugged it off and just smiled.

'_I wonder what this school will bring me for the next four years?' _Peter thought.

After his initiation, Ozpin led Peter to his team's room. He already knew where it was but Peter was okay with Ozpin escorting him. Now in front of his new team's door, he knocked on the door, waiting for an answer. The door opened and it revealed the same four girls he saw at Beacon Cliff. He formed a confused look on his face which Ozpin smirked at.

"Hey Peter! Welcome to team RWBY!" Little Red Riding Hood said with joy. Peter formed a smile across his face and waved. While it may seem he was happy to see them, in his mind, he was completely nervous and freaked out.

'_Oh…an all girls team…uh…I don't know if I should be happy or a bit nervous…'_ Peter thought. He looked at the girls' faces. They all had smiles across their faces. _'Both…a little bit of both…'_

—

_**End of Chapter 6. I decided to use the comic issue name where Spider-Man got himself trapped under heavy machinery. Thought it would be cool to use. So, now Peter is now officially a student of Beacon Academy and discovered he's in an all girls team. How do you guys think it'll go with a guy on a team with four beautiful girls? Now, as a note, Peter will not have a harem! I already had two PMs asking the same question. No he will not. One of the RWBY girls (not going to reveal just yet) will be paired with Peter/Spidey. All clear? M'kay. Anyway, usual spiel, if you like this chapter, make sure to review and give out some constructive criticism. I greatly appreciated it. Also, if you'd like to keep up when I upload chapters, then click on the follow button. And if you want, click on the favorite button too! Anyway guys, I'll see ya in Ch. 7. This is Spider-Teen1000 signing off!**_


	8. The Talk

**Chapter 7: The Talk**

Its been three days since Peter was enrolled into Beacon Academy and became an official teammate of team RWBY. As of now, Peter was in his room, lying down on his bed and stared at the ceiling as he listened to music on his scroll with earbuds. All of his data from his iPod was transferred into this universe's version of a phone called, a scroll. Ozpin gave one to him shortly after he met his new team. It wasn't hard to transfer the data from his iPod over to his scroll, the waiting time for it to transfer was the difficult part. He'd normally be patient with many things regardless of the process being long and stodgy or short and quick but there were times where he can be impatient with various things that either have a tedious or long-termed process. During the time he was waiting, he would groan constantly, suffering over the time to transfer over. He decided to fall asleep, however, when he woke up two hours later, it only reached up halfway through the process. Tempted to throw both his iPod and scroll out of the window, he calmed down and fell asleep again to pass the time. It was long process but it was done and out of the way.

As he began listen to another song that was on his playlist, he pondered about his new team. It was strange being in a team with four girls, especially when he was the only male member of the team. He and the girls of RWBY never really did any interaction with each other, both patiently waiting for one of them to talk. The only thing Peter knew about these girls was their actual names. Little Red Riding Hood, as Peter dubbed her as, her name was Ruby Rose who was apparently the leader of the team. He was surprised how a girl two years younger than him ended up being the leader. However, he didn't muse further into that, knowing there was a good reason Ozpin chose her to lead the team. Snow White's name was Weiss Schnee. Shadow's real alias was Blake Belladonna. And Goldilocks's name was Yang Xiao Long.

He'd loved to interact with his new team. Over the past two days, Peter was thinking of how to introduce himself to them. A good impression to someone you rarely know was important, according to Peter. But he didn't have the courage to do it nor did he know what to say to them. Peter was never good at talking with girls that he rarely knew. Everytime he tried to speak to one, especially one who was attractive, his nervousness would take over and left him stuttering his words to a point where the girl usually ignores him and walks away or something worse. This scenario reminded of the time before he even had spider powers, he tried to flirt with a cheerleader at school. Peter, being the socially awkward nerd at school, grew extremely shy and was not only rejected by the cheerleader, but also mocked by resident bully Flash Thompson. He groaned in stress and pondered to himself.

'_Why is this so difficult? I mean, its not like I'm flirting with them. I'm just trying to a good friend and teammate who wants to know more about them… Ugh! The struggles the average teenager goes through, only difference is that I'm not the average teenager…'_ He sighed.'_I don't even know how I ended up with Gwen, but its also to mention that she's kinda my ex.'_ Peter thought.

As he pondered more about the subject, he heard someone knock on his door a couple of times. Peter removed one of his earbuds and his raised his head up, looking at the door.

"Door's open!" Peter shouted, informing the person behind the door. The door opened, revealing the headmaster of Beacon Academy, Professor Ozpin. Peter formed a smile across his face, "Hey Ozpin. What's going on?"

"Hello Peter, I'm needing to ask a couple of questions regarding of your initiation." Ozpin said. Peter created a confused look across his face.

"Uh, why? Is there something wrong?" Peter asked with a concerning tone.

"No, there's nothing to worry about. Its just your actions peaked my interest and I want to ask a couple of questions that have been bugging me ever since." Ozpin explained, calming Peter down. "Are you willing to do this favor for me?" He asked. Peter stood up from his bed and took out both earbuds. Leaving the earbuds on the bed, he put his scroll in his pocket just in case.

"Ok. What do you want to know?" He asked.

"I'll ask my questions once we reach my office." Ozpin replied. Peter nodded, following his orders. He walked down the hallway along with Ozpin, heading straight to his clockwork tower office. Peter never actually saw his office before, only having the knowledge of his office located in a clockwork tower. His curiosity took over, eager to see what his office looked like. But he wouldn't know until upon arriving.

It was a far journey to reach his office which was the highest point anyone could get to unless you can climb to the very top of the clockwork tower. Ozpin and Peter had took the elevator up. It required a student's scroll to allow use of the elevator, but with Ozpin to accompany him, he didn't need to use his scroll. It only took a few minutes for the elevator to take them to Ozpin's office. A ding was heard as the elevator door opened to the floor to Ozpin's office. His office was huge but it was hollow. There wasn't much inside the tower disregarding the gold-like clockwork gears above them. At the other side of the room, there was Ozpin's desk with a giant glass curved window where he can overlook his students and the environment outside on school grounds. Peter was more amazed by the clockwork gears and the giant curved window than anything else. It was a unique design which he enjoyed seeing.

"Nice office." Peter plainly complimented. He was trying to 'keep his cool'. But truly, he was utterly amazed.

"Thank you. I'm glad you think that way." Ozpin thanked. He walked over to his desk, sitting down on the seat behind it. Seeing there was no seat for him, he stayed standing up in front of Ozpin's desk.

"And after that compliment, you don't treat me with a seat?" Peter sarcastically questioned, obviously as a joke. Ozpin furrowed his eyebrow, looking at Peter. "Just kidding. Uh, so what do you want to ask me Ozzy?" Ozpin picked up a tablet that sat on his desk and passed it over to Peter. It showed him during his initiation, fighting against the same creatures he encountered before. "Ok, I see myself fighting the same creepy creatures during my initiation. What's the point here?" Peter asked, utterly oblivious.

"You fought against five Ursas, four Beowolfs and a Death Stalker, defeating all of them and returning without a scratch. Does that not peak your interest?" Ozpin questioned. Peter rubbed the back of his head, thinking about it.

"Kinda. But to be honest, they are just regular animals that somehow got a new creepy upgrade. Right?" Peter asked as he placed the tablet back down on the desk. Ozpin didn't reply, only stare at him. "Right?"

Adjusting his glasses, he explained, "Mr. Parker. These aren't just regular bear, wolfs or overgrown scorpions. They are creatures called the Grimm, also known as creatures of destruction. And you may ask yourself, why are they called creatures of destruction? The Grimm are creatures that existed shortly after the dawn of mankind here in Remnant. Their goal is to only kill the humans and destroy any of their creations, thus seeking out the early humans that existed and attacking them on sight. The Grimm were predictable since they were mindless and usually disregard the risk of attacking them. But even so, the Grimm could've easily wipe out mankind. They are just lucky they discovered Dust. The main power source for almost anything you could ever dream of, thus giving the humans a chance to fight back using Dust as their weapon. But yet, we still struggle with the Grimm, even though we have the technology to wipe out their species. Over the years the Grimm roamed the planet, they started to evolve and learned from the mistakes their brethren make. There are still some Grimm that are utterly mindless and attack on sight, but imagine if one of the Grimm you previously fought had the intelligence to kill you." Ozpin explained thoroughly and with detail of their history, making Peter a bit worried.

"Then I would've become its lunch…" Peter said, hinting a bit of humor but was truly worried.

"Exactly, heed this warning Peter. Never underestimate the Grimm." Ozpin warned which gave Peter a chill down his spine. "But focusing back to the main subject, watching this recorded footage of your initiation, you were able to defeat five Ursas, four Beowolfs and a Death Stalker. Where did you learn how to fight like this?" He asked.

With no hesitation, he explained, "Personal experience. I taught myself how to fight as I swing around New York and fight crime. But there are times where I train with other superheroes like myself, but again, its mostly through personal experience." Peter explained.

"Interesting…" Ozpin murmured, but Peter overheard.

"Yeah, but it wouldn't be possible without my spider powers."

"Spider powers?" Ozpin repeated the words in a form of a question. Peter scratched the back of his head.

"Yeah I sorta have superpowers. I can basically do whatever a spider can." Peter acknowledged.

"Can you demonstrate?" Ozpin asked, gesturing by waving his hand. Peter nodded. He turned to the nearest wall and jumped towards it, immediately attaching on it thanks to his wall-crawling ability. He demonstrated more as he crawled all over the wall. He crawled onto the bottom of one of the clockwork gears that circled slowly. Since Peter had his web shooters, he stuck a web line onto the clockwork gear and lowered himself down, now hanging upside down. Ozpin had to stand up from his chair and walked in the middle of the room, looking straight up at Peter who technically looked down at Ozpin.

"I can't exactly shoot webs out of my wrist and I thought I wouldn't be Spider-Man without a spider's webs. So I created this." Peter revealed one of his web shooters from his sleeve as he still hung upside down. Its called web shooters. Constructed within this bracelet-like contraption, there is a pump where it shoots out a white sticky chemical compound which is the web fluid. Upon contact with the oxygen in the air, the compound turns into a white sticky strand similar to a spider web. With the web shooter and the web fluid combined, it provides me a way of transportation and a nonlethal weapon to subdue my enemies for a certain amount of time, depending on the person that is." Peter explained, astonishing the headmaster.

"Not only a skilled fighter but a scientist too?" Ozpin asked as Peter released the web line and landed on his feet, facing Ozpin.

"Not a scientist but a science nerd or geek, whichever one you prefer. I've always been interested in science, even before I had my powers. I still loved science and I knew almost everything about it. From chemistry to physics and from geology to astronomy." Peter explained with Ozpin nodding to everything he said.

"Interesting indeed." Ozpin mumbled. "Do you possess any other powers?"

Peter nodded, "Yes I do. With all of the abilities I previously presented to you, it came along with super strength, enhanced speed, a drastic increase in the five senses, superhuman reflexes and agility, and a sixth sense that warns me of any incoming personal danger. If something like that happens, a tingling feeling occurs at the base of my skull, warning me of the danger before it even happens, giving me time to evade it. I thought it was appropriate I dubbed this as the Spider-Sense. Kinda fits the spider theme. Unfortunately, I can't really show you but since you have a recording of my initiation, you can observe my powers form watching it." He explained everything Ozpin desired to know. The headmaster was amazed how someone like Peter could gain such power, a gift. He revealed an astonished look on his face which Peter grinned at.

"Amazing, even a faunus couldn't get abilities such as yours… If I may ask, how did you acquire these powers?" Ozpin curiously asked, full of interest. Upon asking that question, Peter's grin faded away and was replaced with a frown. He slowly turned around, facing away from Ozpin and bowing his head down.

"I…I rather not delve further into this subject. It brings back bad memories…of a person." Peter said with a depressing tone, remembering a certain uncle of his relating to the origin of his superpowers. He almost shed a tear remembering about Uncle Ben, but he held that in. Ozpin, feeling terrible asking the question, walked a few steps closer to the sorrowful Peter.

"I understand, I apologize for asking the question." Ozpin replied, apologetically. Peter, calming down from his unhappy moment, raised his head back up and turned around, facing the headmaster of Beacon once again, showing a faint smile.

"It's fine… Did you get what you want?"

Ozpin nodded, "Yes, I did. Thank you Mr. Parker. You may head back to your dormitory." Ozpin walked back to his desk, sitting down in his chair and doing whatever he's required to do.

Peter headed towards the elevator, but within a few inches near it, Ozpin stopped him.

"Actually Mr. Parker. Before you leave, I need to discuss with you, regarding of your team." The headmaster of Beacon said. Peter quietly sighed, remembering about the difficulties he's having with his new previously all-girl team. He turned around and walked back to Ozpin's desk.

"What about my team?"

"Peter, I've overheard some problems from a neighboring team, team JNPR to be specific, you and your team are experiencing. It seems you haven't interacted with them at all ever since your initiation. Tell me, why?" Peter scratched the back of his head and sighed heavily upon hearing the question from Ozpin.

"I…I don't know. I don't know what to do. It's kinda awkward being the only guy in the team. It makes me feel uncomfortable and a tad nervous. For the past two days, I've been trying to think of a good impression to make when I walk up to their doorstep, but I can't think of anything that doesn't make look stupid. I guess I'm just afraid. Huh, I've fought monsters, supervillains, vampires, thugs, crime lords, psychos, mutants, and other supernatural beings you can name from the top of your head, but I can't talk to girls…." Peter sighed in frustration.

"Peter, don't get so upset about this. A lot of teenagers like yourself deal difficulties similar to your own everyday."

Peter scoffed, "Yeah, but the only problem is I'm not like them."

Ozpin sighed, "Peter, I understand where you are coming from. Believe me. Everyone, including myself and the school faculty, knows. We've all been there. And I know you're just doubting yourself."

"Huh?"

"Yes Peter, you don't believe in yourself. I'm surprised someone like you could have low self-esteem."

"Yeah, I know. What's your point Ozzy?"

"You doubt that you have the ability to talk to your team. But that isn't true. You can talk to them. Its just you haven't even tried yet, assuming you didn't." Silence broke in with Peter musing about this for a few minutes.

"How can you be so sure?"

"Just believe me Peter and soon, you'll find your answer to that. With that out of the way, just be yourself and you'll be fine. Now, get some rest for tomorrow. Your classes start at nine o' clock am. It would be best to get some sleep." Peter nodded and turned around, heading towards the elevator. But as he was a few inches away, he was stopped by Ozpin again. "Peter, before you leave, I'm going to tell you this. While your solo hero act as Spider-Man is fine, don't get it in your way when along side your teammates in battle. I know you're still not comfortable being in a team in general, but if your solo act gets in the way of your teamwork with your team, it'll be the cause of not only yours, but as well your teammates' death. Remember that."

"Alright, I will. And thanks Ozpin for the advice. Heh, maybe I should come to you more often."

"Your welcome Mr. Parker. I'm always happy to assist." Ozpin's lips formed into a slight smile with Peter smiling back. He turned back to the elevator, scanning his scroll and the elevator door immediately opened. He entered inside, pushing the button to the floor his room was on. The elevator door slowly closed, giving Peter one last glance at Ozpin's big office. As the elevator traveled down to his floor, he heard the words Ozpin recently said echoing in his head, it repeated _Just believe me Peter and soon, you'll find your answer to that._

"The answer huh? Okay, I'll give this a shot." Just as he whispered those words to himself, the elevator door opened to his floor. Upon opening, the doors revealed four people standing there patiently waiting for the elevator. Taking another look, Peter's eyes widened. The people who were waiting for the elevator were none other than his teammates, Ruby, Weiss, Blake, and Yang. Their eyes widened in surprise upon seeing Peter inside the elevator. The five stared at each other in silence, being stiff as a metal pole.

'_Well this I did not expect…'_ Peter thought.

—

**End of Chapter 7.**_** A/N: I can definitely tell you guys this and I'm gonna say I'm really satisfied nor proud with this chapter. I could've done better, but I had one of those moments where you just forget everything you've learnt temporarily, a 'derp' moment if you will. Do you guys get those moments when you type your fanfics, assuming some of my readers do which is most likely? Anyways, I decided to have Peter have early troubles with his team. But it wasn't exactly how I imagined it nor did it come out exactly right. However, I wasn't willing to retype the entire thing over so…yeah. You're probably expecting Peter's nerd-ish personality to be toned down a bit when he received his powers, I kinda had the same thought but again, wasn't willing to start from scratch again when I've already typed so much. But maybe Peter still kinda has his shy nerd-ish personality…IDK. I just went with the flow once I had an idea stuck in my head. But I really wanted to say this chapter was more of a filler chapter that leads up to something in a later chapter. Maybe…just maybe…next chapter will have the main event occur… Only one way to find out…in the next chapter! Anyways, you guys and girls get the usual schpiel. But I'm not gonna say it again. It gets a bit repetitive once you typed similar words that have the same meaning for six chapters. By this time, you guys probably get the point. Anyways, I'll see ya guys and girls in the next chapter. Take care! This is Spider-Teen1000 signing off!**_


	9. As A Team Part 1

_**A/N: Just as a note, this chapter is about Peter learning more about Team RWBY and JNPR. The problem Peter had was easily fixed near the beginning of the chapter as you can see once you start reading. Remember, Peter's 'goal' in this story arc (which I'll explain in the end) is really to get to know his teammates better. The current situation Peter has is only an obstacle. And I'm sorry for the delay. I decided I took a break from fanfiction for a while and concentrate more on school and getting together with my family as its one of my family members' birthday soon. You know, usual stuff a teenager has to go through in their lives. Oh yeah, HAPPY HALLOWEEN!**_

**Chapter 8: As a Team Part 1**

—

Peter stood in the elevator with the straightest he could possibly make as he stood frozen staring his teammates. Inside, he was utterly nervous but also surprised to see them. As he stared at the girls, he also observed them. Ruby seemed stiff as a pole putting on a nervous smile across her face which made Peter a bit confused, its as if she also was in the same situation as him. Weiss simply stared at Peter like she had no emotion within her. Blake slightly has her eyes widened upon seeing Peter but her attitude seemed similar to Weiss'. Yang, however, was the complete opposite of everyone else's reaction upon seeing each other. Yang's lips formed a grin as her eyes looked at her teammates and back to Peter who was puzzled by her grin. It was a few minutes of silence but upon Peter hearing the echoes of Ozpin saying the words recently said from their conversation, he decided to break the silence and finally talk to them.

"Uh hey girls, what's up?" Peter nervously asked as he put his hands in his pockets and looked down, avoiding eye contact out of nervousness.

"Hey Peter, things are…great." Ruby shyly replied with the other girls nodding in agreement.

"How about you Peter?" Weiss asked.

Peter looked up at the raven-haired girl, "Oh I've been having a good day. I just had a talk with Ozpin not a while ago about some…stuff…"

'_Wow, could I have sounded anymore nervous…?'_ Peter thought, mentally giving himself a slap across the face.

"That's good! Oh yeah Pete, we're going out to Vale with team JNPR. Wanna come along?" Yang asked, making a disarming smile across her face. Ruby widened his nervous smile while Blake and Weiss put on a slight grin. However, he wasn't easily defeated by her smile.

"Sorry, I have to go back to my room. I'm writing a letter to my family back at Vacuo. But thanks for the offer Yang." Peter lied.

He didn't have to write a letter back to his fake family from Vacuo. He'd planned to visit Vale again to stop crime as his hero alias, Spider-Man. Peter was aware of the girls having no knowledge of him being from another universe. Ozpin took the liberty to inform the girls fake information about him being from a neighboring kingdom called Vacuo in order to hide the truth behind Peter's true identity. To ensure that, Ozpin had told Peter that after his initiation before Ozpin introduced him to his teammates. Hearing Peter's reply, Yang's smile, along with Ruby, Weiss, and Blake's, turned into a slight frown.

"Oh, okay. That's cool. I guess we'll see you later Pete." Yang said, sounding a bit disappointed.

Upon hearing that, Peter felt like a train just ran him over. A sick feeling to stomach bothered him more and more every time Peter saw the girls' frowns. Remorse and guilt was what struck the regretful Peter. He walked out of the elevator as he tried his best to resist the empowering guilt coursing within him. The girls walked inside the elevator. Hearing their footsteps made Peter have more remorse. Blake, being closer to the buttons, directed her finger towards the button. Peter bit his lower lip as the sick feeling in his stomach grew stronger. Once he was at a certain point of guilt, he heard the echoes of Ozpin saying _Believe me and you'll find the answer for that._

'_Damnit, I can't take much more of this guilt. If I just let them go just like that, I might as well jump off a cliff.'_ Peter mentally groaned. _'I know what I have to do.'_ Peter made haste, quickly placing his foot where the elevator door closed, stopping the elevator door from closing completely.

"No." Peter said. "Honesty time."

The girls were surprised by Peter's actions. They stared at him wide-eyed.

Peter sighed. "I know I haven't been the best teammate ever, probably the worst, and I really want to be. But I was too shy, too nervous to even walk your doorstep or say a word to you until Ozpin sorta made me a bit braver otherwise I wouldn't have said this. I thought if I did something stupid, you girls wouldn't accept me as your teammate. It sounds kinda stupid, I know. But I'm admitting this now because now from seeing the disappointing in your eyes when I rejected Yang's offer, I felt guilty. I thought you girls would reject me like every girl I tried to talk to. But I got worried too much about being turned down that I pushed you girls away, my team. The exact opposite that I want. And if you want to punch me for it, go ahead. I'm letting you kick my ass in open arms and I don't blame you guys for doing that. In the end, I deserve it." Frowns from team RWBY worsened and it was replaced with the sad faces of guilt and pity for Peter. He went so far as to allowing the girls to hurt him and he actually desired the pain. Ruby looked at Weiss who had her head bowed down, her hand created a tightened fist. Ruby quietly gasped.

She muttered to herself, "Weiss, don't do it…."

"Peter, stop right there." Weiss demanded. Everyone, excluding Weiss, were puzzled. Ruby expected Weiss to punch him, leaving her the most puzzled out of the group. Weiss continued speaking with folded arms, "You are a dunce to think anything like that. It's okay if you were nervous. Don't feel guilty about pushing us away. We don't blame you. We're aware its awkward for you to be in a team full of girls. It's understandable. You shouldn't feel this way."

Ruby, Blake, and Yang were wide-eyed, staring at Weiss, never expecting the snow queen to care for Peter. However, it hasn't lifted up Peter's spirits yet.

Peter replied back with frustration, "But are you sure? I really want us to be really good teammates and friends but I just can't help I'll end up being pushed away and/or hurting you guys because of me." Blake raised a eyebrow in confusion.

"What do you mean by 'hurting us'?" The raven-haired girl asked.

Putting an end to her confusion, Peter explained, "I've…had a history…of people getting hurting because of me. I make a stupid mistake I shouldn't make and it ends up hurting the people I care about like my family and friends. I'm worried that one day that my stupid mistakes putting you guys in danger one day."

"Peter, we won't push you away. Why would we anyway? You're stuck with us for four years. We don't have a choice whether we want you here or not." Ruby said in a caring tone.

"And don't worry about us. There's a reason why we're here in Beacon. We're being trained to handle whatever the world throws at us." Blake said to Peter.

He turned to a certain blonde who spoke along with Blake.

"And if your actions puts us in danger, we'll most likely find a way to fix it as a team." Yang said putting her hand on Peter's shoulder.

"But next time, don't think we'll reject you. Don't think your actions will end up in our demise." Blake said.

As Blake stopped, Yang continued speaking as she removed her hand from Peter's shoulder. "We are teammates and as a team, we have to care for each other almost like family."

Peter was speechless. Never expecting that as the outcome, he only stared at the girls, shocked. But he also couldn't help but beam broadly at them. Before he was worried about rejection, but from his team's support, he felt he was relieved of his nervousness around girls, but he wasn't completely convinced of not worrying about his teammates if his actions get them into trouble. Having the responsibility after his Uncle Ben and Gwen died, he couldn't stop worrying about the people he'll end up hurting. Just the thought of it brought sorrow onto Peter. But as of now and desiring not to delve further into the subject, he decided to be happy that the awkwardness and the problems between him and his teammates were finally solved.

"I'll try girls. It'll take a while to get used to, but I thank you for caring." Peter said, still openly smiling which made the girls beam in response.

"You're welcome Peter! We're glad to help!" Yang said, beaming.

"Yay! Team RWBY officially has a new teammate!" Ruby couldn't help but cheer that out making Peter chuckle at her child-like cuteness.

Remembering the offer Yang had given him, an idea formed in his thoughts. It wasn't to ask Yang for the offer, but to give an offer to them.

"So…uh, you guys wanna hang out tomorrow?" He asked.

"Sure Pete, where can we meet?." Yang questioned.

"Wherever you girls desire to meet." Peter asked to his team.

Ruby's lips curved into a smile, "Then its settled. After class, we'll meet up in the library. Team JNPR will be there also, just a note."

"In that case, I shall see you guys and team JNPR tomorrow in the library." Peter responded, biding farewell.

"See you later Peter." Blake bided goodbye.

Peter's response was to wave farewell with the girls waving back. He walked away from the girls back to his room, broadly smiling the way back. The girls watched Peter turn around the corner before entering inside the elevator, making their way to downtown Vale. Peter reached his room and entered inside. He went into his closet and changed out of his current clothes into his superhero attire. Now as Peter's alter ego, Spider-Man, he leapt out the window and swung off into Vale to fight crime. It was not long until he had to come back to finish the day and fall asleep for tomorrow.

—

The elevator finally reached the level the library was on. The elevator door opened, revealing a hallway with similar design Peter saw…well…in every hallway in this academy. It wasn't long until they reached the library. They just had to walk through a few hallways, making some turns and finally being face-to-face with the door. Peter opened the door and entered inside the library, leaving the door to close for itself. He examined the library which he has never been to before ever since he arrived in this universe. The Beacon Library, as Peter dubbed it as instead of calling a library that doesn't have a name, isn't anything very special. Of course, it looked like a library filled with books that readers give interest to and information about something or someone of significance. Peter had to admit, while it may not be noticeable, taking a closer look, the library was a tad bigger than any other school library. He had no doubt that every room that this school has that isn't a dormitory, the room was going to be big since the academy building itself was immensely large. He saw a student walk and sit down on a chair in front of some hologram. These were scattered around in the middle of the library. Looking closely, the holograms were actually computers! A face full of interest was formed onto Peter's face.

'_If this world has computers made out of glass and is working like magic, then I wonder what technology does this world have to offer? I bet Tony Stark would love to play around with the tech around here.. I would say Reed Richards as well but that only applies to any technology involving science. Now that, I would toy around with.'_ Peter mused within his thoughts. The library's walls were painted in many variations of bright colors. The room was filled with students either researching through holographic computer screens or studying on notes sitting in one of the many tables set up around the library.

'_I can't say this looks like a futuristic library but only a slight version of one. The only technological upgrade here is really the holographic computers but other than that, there isn't really big difference between libraries around here and Beacon Library.'_ Peter mused.

Peter kept walking in the current direction he was facing until he heard a familiar voice to the right of him.

"Hey Peter! Over here!" The figure loudly whispered, trying to keep the silence in the library as she possibly can.

From the corner of his eye, there stood the four girls standing in order from left to right going by their corresponding first initials, team RWBY and four other people right beside them. Assuming these people were team JNPR, Peter examined them.

The one right next to Ruby was a scrawny blonde who was a few inches shorter than Peter. He had long messy blonde hair and dark blue eyes. His complexion was pale. His attire was black hoodie that was red on the inside with a white chest plate and white shoulder pads as his armor. He wore light blue jeans with a white patch on his left knee. Around his waist, two belts were wrapped around in different shades of brown. One of them had pouches. He wore brown fingerless gloves and black shoes. On the left side of his waist, Peter saw a sword in its sheath. The blonde was probably the only guy in the room that didn't wear anything too weird according to Peter.

A girl stood next to the blonde guy. She was as tall as Peter, five foot ten. Her hair was bright red, as red as his Spider-Man costume. Her choice of a hairstyle was a waist-length ponytail. She owned a pale complexion. Her eyes glowed of emerald green. Her figure was a bit muscular, without a doubt more muscular than the girls Peter saw around Beacon. As the most likely assumption made by Peter, she was a warrior due to the spartan-like armor she'd owned. Her top consisted of a bronze mixed with gold leather clothing that was strapless. There seemed to be clothing under the leather clothing, however, Peter couldn't really describe it since the clothing wasn't visible, but he can tell she was wearing a mini skirt. She wore long brown gloves that reached past her elbows. There was a red cloth that seemed to be wrapped around her mini skirt, hanging out and reaching down to her ankles. Also wrapped around her mini skirt, there was a brown belt with pouches. Unknown to Peter, there was a bronze circular tablet connected to the right of her waist. A bronze gorget covered her throat. A bit hidden behind her hair was a gold headpiece. Like the blonde, she also wore armor. But she only wore gold greaves and a bracer on her left arm. She wore brown boots.

Another girl stood next to the redheaded spartan. She beamed brightly at Peter and kept that smile. Peter assumed she was a bubbly and happy person due to her bright smile and her outfit that was filled with pink. Her hair was orange and she had turquoise eyes. She wore a black collared vest over a white sleeveless top that has a heart shaped opening on her chest. Under the vest and the white top, two pieces of clothing was visible. They were red and blue. She sported pink fingerless gloves and a bright pink skirt. Her shoes were pink and white mixed together with pink laces. Her clothing style was the oddest of the group, however, Peter couldn't say that. Besides, he wore a red and blue costume that everyone called 'ugly as hell' for his alter ego.

Right beside the high-spirited girl, was the last member of team JNPR. It was a male who had long black hair with a magenta streak on one of the strands. Because of his long hair, he had a ponytail. He has a pale complexion and his eyes were oddly enough to Peter, the same color as the streak in his hair. He sported a dark green, buttoned diagonally, long sleeved coat that had black and gold trimmings. He wore light tan pants and black shoes.

Upon seeing them, Peter's lips curved into a slight smile and walked up to his team and team JNPR.

"Hey guys!" Peter directed his attention at team JNPR who was looking at him. His lips curved into a bigger smile. "I see team JNPR is here, assuming you guys are them."

"That's us!" The orange-haired girl said, beaming.

"You're Peter right?" The blonde asked.

Peter nodded in response, "That's me. And you might be?"

"The name's Jaune Arc."

"Pyrrha Nikos." The redheaded spartan said.

"Hi! I'm Nora Valkyrie!" The orange-haired girl said in a cheerful tone.

"And I'm Lie Ren." The black haired guy said in a calm tone.

—

_**End of Chapter 8. Again, this is a filler chapter, but a chapter is a chapter that you guys enjoy reading. But yeah, again I apologize for the delay. This was long overdue and I planned to finish this chapter on Halloween because, why not? And I've been watching a lot of Shingeki no Kyojin (Attack on Titan). I had thoughts of making a fanfic on that. And of course, it was a crossover idea. But to yours and my surprise, it isn't a Spider-Man crossover. Its a crossover with Shingeki no Kyojin and Assassin's Creed. I had this idea for a while and its been getting on my nerves to make a story on it or not. Why? Because I already have 3 stories that are on hiatus and 3 is already enough and I fear if I do make that idea reality, this fanfic will be in a "coma" like the rest. I don't need 4 stories on hiatus thank you very much! But I really want to make a crossover about Assassin's Creed and Shingeki no Kyojin (note: based only off the anime. I haven't gone into the manga yet). Let me know what you think in the reviews, should I or not? Anyway, you guys get the schpiel. If you like, review. If there's anything wrong you feel can be fixed by the author, obviously myself, then give some constructive criticism. Don't be shy. Bring on the criticism! And if you want to know when the next chapter comes up and/or you just really enjoy reading my story, then follow and favorite. It's up to you, not forcing you here. Anyways, I'll see you guys in the next chapter. This is Spider-Teen1000 signing off once again and HAPPY HALLOWEEN!**_


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